Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Apr. 13, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | ENDONOVO THERAPEUTICS, INC. | ||
Entity Central Index Key | 0001528172 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 766,959 | ||
Entity Common Stock, Shares Outstanding | 53,576,135 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 13,420 | $ 18,893 |
Accounts receivable, net of allowance for doubtful accounts of $0 | 942 | 22,742 |
Prepaid expenses and other current assets | 31,825 | 20,920 |
Total current assets | 46,187 | 62,555 |
Property Plant and Equipment, net | 1,580 | 5,915 |
Patents, net | 2,559,268 | 3,206,180 |
Total assets | 2,607,035 | 3,274,650 |
Current Liabilities | ||
Accounts payable | 700,932 | 599,470 |
Accrued interest | 1,904,136 | 1,317,376 |
Deferred compensation | 3,384,117 | 2,431,373 |
Notes payable, net of discounts of $201,157 as of December 31, 2020 and $12,649 as of December 31, 2019 | 6,491,039 | 6,697,146 |
Notes payable - former related party | 143,000 | 165,000 |
Derivative liability | 4,202,597 | 10,599,690 |
Series C preferred stock liability, net of discounts of $766 at December 31, 2019 | 1,813,415 | |
Total current liabilities | 16,825,821 | 23,623,470 |
Acquisition payable | 155,000 | 155,000 |
Total liabilities | 16,980,821 | 23,778,470 |
COMMITMENTS AND CONTINGENCIES, note 9 | ||
Shareholders' deficit | ||
Super AA super voting preferred stock, $0.001 par value; 1,000,000 authorized and 25,000 issued and outstanding at December 31, 2020 and December 31, 2019 | 25 | 25 |
Common stock, $0.0001 par value; 2,500,000,000 shares authorized; and 24,536,689 and 1,189,204 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively | 2,453 | 118 |
Additional paid-in capital | 38,963,827 | 32,432,392 |
Stock subscriptions | (1,570) | (1,570) |
Accumulated deficit | (53,338,522) | (52,934,786) |
Total shareholders' deficit | (14,373,786) | (20,503,820) |
Total liabilities and shareholders' deficit | 2,607,035 | 3,274,650 |
Series B Convertible Preferred Stock [Member] | ||
Shareholders' deficit | ||
Super AA super voting preferred stock, $0.001 par value; 1,000,000 authorized and 25,000 issued and outstanding at December 31, 2020 and December 31, 2019 | 1 | 1 |
Series C Convertible Preferred Stock [Member] | ||
Shareholders' deficit | ||
Super AA super voting preferred stock, $0.001 par value; 1,000,000 authorized and 25,000 issued and outstanding at December 31, 2020 and December 31, 2019 | ||
Series D Convertible Preferred Stock [Member] | ||
Shareholders' deficit | ||
Super AA super voting preferred stock, $0.001 par value; 1,000,000 authorized and 25,000 issued and outstanding at December 31, 2020 and December 31, 2019 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Allowance for doubtful accounts receivable | $ 0 | $ 0 |
Discounts on notes payable current | 201,157 | 12,649 |
Series C preferred stock liability, discounts | $ 766 | |
Super AA super voting preferred stock, par value | $ 0.001 | $ 0.001 |
Super AA super voting preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Super AA super voting preferred stock, shares issued | 25,000 | 25,000 |
Super AA super voting preferred stock, shares outstanding | 25,000 | 25,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 |
Common stock, shares issued | 24,536,689 | 1,189,204 |
Common stock, shares outstanding | 24,536,689 | 1,189,204 |
Series B Convertible Preferred Stock [Member] | ||
Super AA super voting preferred stock, par value | $ 0.0001 | $ 0.0001 |
Super AA super voting preferred stock, shares authorized | 50,000 | 50,000 |
Super AA super voting preferred stock, shares issued | 600 | 600 |
Super AA super voting preferred stock, shares outstanding | 600 | 600 |
Series C Convertible Preferred Stock [Member] | ||
Super AA super voting preferred stock, shares authorized | 8,000 | 8,000 |
Super AA super voting preferred stock, shares issued | 763 | 1,814 |
Super AA super voting preferred stock, shares outstanding | 763 | 1,814 |
Series D Convertible Preferred Stock [Member] | ||
Super AA super voting preferred stock, par value | $ 0.0001 | $ 0.0001 |
Super AA super voting preferred stock, shares authorized | 20,000 | 20,000 |
Super AA super voting preferred stock, shares issued | 305 | 255 |
Super AA super voting preferred stock, shares outstanding | 305 | 255 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | [1] | |
Income Statement [Abstract] | |||
Revenue | $ 165,796 | $ 310,164 | |
Cost of revenue | 65,369 | 93,385 | |
Gross profit | 100,427 | 216,779 | |
Operating expenses | 3,012,625 | 4,025,851 | |
Loss from operations | (2,912,198) | (3,809,072) | |
Other income (expense) | |||
Change in fair value of derivative liability | 5,607,213 | (7,488,690) | |
Gain (loss) on extinguishment of debt | (555,430) | 73,503 | |
Other expense, net | (452,095) | ||
Interest expense, net | (2,083,074) | (6,090,245) | |
Total other income (expense) | 2,516,614 | (13,505,432) | |
Loss before income taxes | (395,584) | (17,314,504) | |
Provision for income taxes | |||
Net loss | $ (395,584) | $ (17,314,504) | |
Basic and diluted loss per share | $ (0.03) | $ (24.83) | |
Weighted average common share outstanding: | |||
Basic and diluted | 12,215,844 | 697,305 | |
[1] | The consolidated financial statements have been retroactively restated to reflect the 1,000-for-1-reverse stock split that occurred on December 20, 2019. |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) | Dec. 20, 2019 |
Income Statement [Abstract] | |
Reverse stock split | 1,000-for-1-reverse stock split |
Consolidated Statement of Stock
Consolidated Statement of Stockholders Deficit - USD ($) | Series AA Preferred Stock [Member] | Series B Convertible Preferred Stock [Member] | Series D Convertible Preferred Stock [Member] | Series C Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Subscription Receivable [Member] | Retained Earnings [Member] | Total | ||
Balance at Dec. 31, 2018 | $ 25 | $ 1 | $ 43 | $ 24,229,945 | $ (1,570) | $ (35,620,282) | $ (11,391,838) | ||||
Balance, shares at Dec. 31, 2018 | 25,000 | 600 | 431,063 | ||||||||
Common stock issued for cash | [1] | $ 1 | 168,342 | 168,343 | |||||||
Common stock issued for cash, shares | [1] | 17,900 | |||||||||
Common stock issued for services | [1] | $ 1 | 159,849 | 159,850 | |||||||
Common stock issued for services, shares | [1] | 10,340 | |||||||||
Shares issued with lock-up agreements | [1] | 3,788 | 3,788 | ||||||||
Shares issued with lock-up agreements, shares | [1] | 310 | |||||||||
Shares issued for conversion of notes payable and accrued interest | [1] | $ 73 | 7,533,245 | 7,533,318 | |||||||
Shares issued for conversion of notes payable and accrued interest, shares | [1] | 728,057 | |||||||||
Shares issued for Preferred Series D | 255,000 | 255,000 | |||||||||
Shares issued for Preferred Series D, shares | 255 | ||||||||||
Valuation of stock issued with notes payable | [1] | 26,545 | 26,545 | ||||||||
Valuation of stock issued with notes payable, shares | [1] | 1,091 | |||||||||
Valuation of warrants issued with Preferred Series C | 16,333 | 16,333 | |||||||||
Valuation of warrant and stock options issued for services | 31,012 | 31,012 | |||||||||
Valuation of common stock issued for extension of notes | [1] | 8,333 | 8,333 | ||||||||
Valuation of common stock issued for extension of notes, shares | [1] | 443 | |||||||||
Net loss | (17,314,504) | (17,314,504) | [1] | ||||||||
Balance at Dec. 31, 2019 | $ 25 | $ 1 | $ 118 | 32,432,392 | (1,570) | (52,934,786) | (20,503,820) | ||||
Balance, shares at Dec. 31, 2019 | 25,000 | 600 | 255 | 1,189,204 | |||||||
Common stock issued for cash | $ 123 | 99,877 | 100,000 | ||||||||
Common stock issued for cash, shares | 1,234,568 | ||||||||||
Common stock issued for services | $ 120 | 109,680 | 109,800 | ||||||||
Common stock issued for services, shares | 1,206,398 | ||||||||||
Shares issued for conversion of notes payable and accrued interest | $ 1,456 | 3,337,653 | 3,339,109 | ||||||||
Shares issued for conversion of notes payable and accrued interest, shares | 14,557,343 | ||||||||||
Shares issued for Preferred Series D | 50,000 | 50,000 | |||||||||
Shares issued for Preferred Series D, shares | 50 | ||||||||||
Reclassification Preferred Series C | 2,418,269 | 2,418,269 | |||||||||
Reclassification Preferred Series C, shares | 1,814 | ||||||||||
Shares issued for conversion of Preferred Series C to common share | $ 276 | (151) | 125 | ||||||||
Shares issued for conversion of Preferred Series C to common share, shares | (1,051) | 2,754,822 | |||||||||
Valuation of stock options issued for services | 57,400 | 57,400 | |||||||||
Shares issued for exchange of stock options | $ 150 | 164,850 | 165,000 | ||||||||
Shares issued for exchange of stock options, shares | 1,500,000 | ||||||||||
Shares issued as inducement to note holder | $ 85 | 79,055 | 79,140 | ||||||||
Shares issued as inducement to note holder, shares | 855,000 | ||||||||||
Restricted shares issued as inducement to Series C | $ 6 | 8,146 | (8,152) | ||||||||
Restricted shares issued as inducement to Series C, shares | 58,428 | ||||||||||
Common stock issued with exchange of convertible notes | $ 41 | 58,814 | 58,855 | ||||||||
Common stock issued with exchange of convertible notes, shares | 409,000 | ||||||||||
Commitment shares | $ 78 | 97,842 | 97,920 | ||||||||
Commitment shares, shares | 771,926 | ||||||||||
Beneficial conversion feature on convertible note | 50,000 | 50,000 | |||||||||
Net loss | (395,584) | (395,584) | |||||||||
Balance at Dec. 31, 2020 | $ 25 | $ 1 | $ 2,453 | $ 38,963,827 | $ (1,570) | $ (53,338,522) | $ (14,373,786) | ||||
Balance, shares at Dec. 31, 2020 | 25,000 | 600 | 305 | 763 | 24,536,689 | ||||||
[1] | The consolidated financial statements have been retroactively restated to reflect the 1,000-for-1-reverse stock split that occurred on December 20, 2019. |
Consolidated Statement of Sto_2
Consolidated Statement of Stockholders Deficit (Parenthetical) | Dec. 20, 2019 |
Statement of Stockholders' Equity [Abstract] | |
Reverse stock split | 1,000-for-1-reverse stock split |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Operating activities: | |||
Net loss | $ (395,584) | $ (17,314,504) | [1] |
Adjustments to reconcile net loss to cash used in operating activities: | |||
Depreciation and amortization expense | 651,247 | 650,315 | |
Amortization of discount on Series C Preferred stock liability | 248 | 196,269 | |
Non-cash increase to convertible notes principal (included in interest expense) | 452,095 | ||
Non-cash interest and fees | 1,032,358 | 2,654,071 | |
Stock compensation expense | 456,519 | 194,652 | |
Amortization of note discount and original issue discount | 225,171 | 2,044,940 | |
Change in fair value of derivative liability | (5,607,213) | 7,488,690 | [1] |
Loss (gain) on extinguishment of debt | 555,430 | (73,503) | [1] |
Changes in assets and liabilities: | |||
Accounts receivable | 21,800 | (19,397) | |
Prepaid expenses and other current assets | (10,905) | (20,920) | |
Accounts payable | 94,202 | 442,082 | |
Accrued interest | 830,298 | 1,030,682 | |
Deferred compensation | 952,744 | 185,616 | |
Net cash used in operating activities | (741,590) | (2,541,007) | |
Investing activities: | |||
Acquisition of property and equipment | (2,594) | ||
Net cash used in investing activities | (2,594) | ||
Financing activities: | |||
Proceeds from the issuance of notes payable | 608,117 | 1,995,000 | |
Repayments on former related party advances | (22,000) | (105,000) | |
Proceeds from issuance of common stock | 100,000 | 168,343 | |
Payment on notes payable | (130,000) | ||
Proceeds from issuance of preferred shares | 50,000 | 255,000 | |
Net cash provided by financing activities | 736,117 | 2,183,343 | |
Net decrease in cash | (5,473) | (360,258) | |
Cash, beginning of year | 18,893 | 379,151 | |
Cash, end of year | 13,420 | 18,893 | |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 25,747 | 17,000 | |
Cash paid for income taxes | |||
Cash paid for Preferred C dividends | 115,115 | ||
Non-Cash Investing and Financing Activities: | |||
Conversion of notes payable and accrued interest to common stock | 1,493,413 | 3,645,956 | |
Conversion of Preferred C stock to common stock | 1,400,934 | ||
Value of derivative liability from transfer to equity upon conversion of notes payable and accrued interest | 1,879,398 | 3,960,864 | |
Exchange of note and accrued interest to new convertible note | 316,494 | ||
Issuance of common stock to Preferred C Stock inducement | 8,152 | ||
Conversion of notes payable to redeemable preferred stock | $ 94,000 | ||
[1] | The consolidated financial statements have been retroactively restated to reflect the 1,000-for-1-reverse stock split that occurred on December 20, 2019. |
Nature of Business and Summary
Nature of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Summary of Significant Accounting Policies | Note 1 - Nature of Business and Summary of Significant Accounting Policies Endonovo Therapeutics, Inc. (Endonovo or the “Company”) is an innovative biotechnology company that has developed a bio-electronic approach to regenerative medicine. Endonovo is a growth stage company whose stock is publicly traded (OTCQB: ENDV). The Company develops, manufactures and distributes evolutionary medical devices focused on the rapid healing of wounds and reduction of inflammation on and in the human body. The Company’s non-invasive bioelectric medical devices are designed to target inflammation, cardiovascular diseases, chronic kidney disease, and central nervous system disorders (“CNS” disorders). Endonovo’s core mission is to transform the field of medicine by developing safe, wearable, non-invasive bioelectric medical devices that deliver the Company’s Electroceutical ® ® bioelectricity On January 22, 2014, Hanover Portfolio Acquisitions, Inc. (the “Company”) received written consents in lieu of a meeting of stockholders from holders of a majority of the shares of Common Stock representing in excess of 50% of the total issued and outstanding voting power of the Company approving an amendment to the Company’s Certificate of Incorporation to change the name of the Company from “Hanover Portfolio Acquisitions, Inc.” to “Endonovo Therapeutics, Inc.” The name change was affected pursuant to a Certificate of Amendment (the “Certificate of Amendment”), filed with the Secretary of State of Delaware on January 24, 2014. Basis of Presentation and Principles of Consolidation The consolidated financial statements of the Company include the accounts of ETI, IP Resources International, Inc., Aviva Companies Corporation, and WeHealAnimals, Inc. All significant intercompany accounts and transactions are eliminated in consolidation. Going Concern These accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for a period following the date of these consolidated financial statements. The Company has recurring net losses, negative cash flows from operations and working capital deficits. The Company has raised approximately $ 0.7 million in debt and equity financing for the year ended December 31, 2020. The Company is raising additional capital through debt and equity securities in order to continue the funding of its operations. However, there is no assurance that the Company can raise enough funds or generate sufficient revenues to pay its obligations as they become due, which raises substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying value of assets or liabilities as a result of this uncertainty. To reduce the risk of not being able to continue as a going concern, management has implemented its business plan to materialize revenues from potential, future, license agreements, has initiated an equity line of credit offering to raise capital through the sale of its common stock, has engaged a broker/dealer to raise additional capital. Reverse Split In October 2019, the Company’s Board of Directors and stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to effect a 1,000-for-1 reverse split of the Company’s common stock, which was effected on December 20, 2019. The par value of the common stock was not adjusted as a result of the reverse stock split. Accordingly, all common stock, stock options, warrants and related per share amounts have been retroactively adjusted to give effect to the reverse split for the year ended December 31, 2019. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Critical estimates include the value of shares issued for services, in connection with notes payable agreements, in connection with note extension agreements, and as repayment for outstanding debt, the useful lives of property and equipment, the valuation of the derivative liability, and the valuation of deferred income tax assets. Management uses its historical records and knowledge of its business in making these estimates. Actual results could differ from these estimates. Cash and cash equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Financial instruments that potentially subject us to a concentration of credit risk consist of cash and cash equivalents. Cash is deposited with what we believe are highly credited, quality institutions. The deposited cash may exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits. At December 31, 2020, the Company does not hold any cash in excess of FDIC limits. Accounts Receivable The Company uses the specific identification method for recording the provision for doubtful accounts, which was $0 at December 31, 2020 and 2019. Accounts receivable are written off when all collection attempts have failed. Property, plant and equipment Property, plant and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range between five and seven years. Repairs and maintenance are charged to expense as incurred while improvements are capitalized. Upon the sale, retirement or disposal of fixed assets, the accounts are relieved of the cost and the related accumulated depreciation with any gain or loss recorded to the consolidated statements of operations. Impairment of Long-lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. If impairment is indicated, the asset is written down to its estimated fair value. Equity-Based Compensation The Company measures equity-based compensation cost at the grant date based on the fair value of the award and recognizes it as expense, net of forfeitures which are recognized as they occur, over the vesting or service period, as applicable, of the stock award using the straight-line method. The Company measured equity-based compensation using the Black-Scholes option valuation model using the following assumptions: For Year Ending December 31, 2020 2019 Expected term 1.38 years 4 years Exercise price $ 0.15 $ 11.60 Expected volatility 231.10 % 349.60 % Expected dividends None None Risk-free interest rate 0.14 % 2.28 % Forfeitures None None Income Taxes The Company records a tax provision for the anticipated tax consequences of its reported results of operations. The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and income tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. The Company records a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company has adopted ASC Topic 740, which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC Topic 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and also provides guidance on derecognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure and transition. The Company has determined that the adoption did not result in the recognition of any liability for unrecognized tax benefits and that there are no unrecognized tax benefits that would, if recognized, affect the Company’s effective tax rate. Net Loss per Share Basic net loss per share is calculated based on the net loss attributable to common shareholders divided by the weighted average number of shares outstanding for the period excluding any dilutive effects of options, warrants, unvested share awards and convertible securities. Diluted net loss per common share assumes the conversion of all dilutive securities using the if-converted method and assumes the exercise or vesting of other dilutive securities, such as options, common shares issuable under convertible debt, warrants and restricted stock using the treasury stock method when dilutive. Research and Development Costs relating to the development of new products are expensed as research and development as incurred in accordance with FASB Accounting Standards Codification (“ASC”) 730-10, Research and Development Fair Value of Financial Instruments Accounting guidance on fair value measurements and disclosures defines fair value, establishes a framework for measuring the fair value of assets and liabilities using a hierarchy system, and defines required disclosures. It clarifies that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts business. The Company’s balance sheet contains derivative liability that is recorded at fair value on a recurring basis. The three-level valuation hierarchy for disclosure of fair value is as follows: Level 1: uses quoted market prices in active markets for identical assets or liabilities. Level 2: uses observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: uses unobservable inputs that are not corroborated by market data. The fair value of the Company’s recorded derivative liability is determined based on unobservable inputs that are not corroborated by market data, which require a Level 3 classification. A Black-Sholes option valuation model was used to determine the fair value. The Company records derivative liability on the condensed consolidated balance sheets at fair value with changes in fair value recorded in the condensed consolidated statements of operation. The following table presents changes in the liabilities with significant unobservable inputs (Level 3) for the years ended December 31, 2020 and 2019: Fair Value Measurements at December 31, 2020 Using Quoted Prices in Active Markets for Significant Other Observable Significant Unobservable Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Total Derivative liability $ - $ - $ 4,202,597 $ 4,202,597 Total $ - $ - $ 4,202,597 $ 4,202,597 Fair Value Measurements at December 31, 2019 Using Quoted Prices in Significant Other Significant Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Total Derivative liability $ - $ - $ 10,599,690 $ 10,599,690 Total $ - $ - $ 10,599,690 $ 10,599,690 The following table presents changes in the liabilities with significant unobservable inputs (Level 3) for the years ended December 31, 2020 and 2019: Derivative Liability Balance December 31, 2018 $ 4,426,026 Issuance of convertible debt 2,645,838 Settlements by debt extinguishment (3,960,864 ) Change in estimated fair value 7,488,690 Balance December 31, 2019 $ 10,599,690 Issuance of convertible debt 1,244,898 Extinguishment following note exchange (177,422 ) Settlements by debt extinguishment (1,857,356 ) Change in estimated fair value (5,607,213 ) Balance December 31, 2020 $ 4,202,597 Derivative Liability The Company issued Variable Debentures during the years ended December 31, 2020 and 2019, which contained variable conversion rates based on unknown future prices of the Company’s common stock. This resulted in a derivative liability. The Company measures the derivative liability using the Black-Scholes option valuation model using the following assumptions: For Year Ending December 31, 2020 2019 Expected term 1 – 6 months 1 month-1 year Exercise price $0.01-$0.76 $0.65-$12.87 Expected volatility 110.04%-248.90% 133.50%-166.00% Expected dividends None None Risk-free interest rate 0.03%-1.54% 1.51%-2.87% Forfeitures None None The assumptions used in determining fair value represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if factors change, including changes in the market value of the Company’s common stock, managements’ assessment or significant fluctuations in the volatility of the trading market for the Company’s common stock, the Company’s fair value estimates could be materially different in the future. The Company computes the fair value of the derivative liability at each reporting period and the change in the fair value is recorded as non-cash expense or non-cash income. The key component in the value of the derivative liability is the Company’s stock price, which is subject to significant fluctuation and is not under its control, and the assessment of volatility. The resulting effect on net loss is therefore subject to significant fluctuation and will continue to be so until the Company’s Variable Debentures, which the convertible feature is associated with, are converted into common stock or paid in full with cash. Assuming all other fair value inputs remain constant, the Company will record non-cash expense when its stock price increases and non-cash income when its stock price decreases. Preferred Stock The Company elects to accrete the difference between the redemption value and carrying value of outstanding preferred stock over the period from the date of issuance to the earliest redemption date using the effective interest method. Recent Accounting Standard Updates In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes existing guidance on accounting for leases in “Leases (Topic 840)” and generally requires all leases to be recognized in the consolidated balance sheet. ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018; early adoption is permitted. The provisions of ASU 2016-02 are to be applied using a modified retrospective approach. The Company has adopted ASU 2016-02 on January 1, 2019. The adoption of ASU 2016-02 did not have a significant impact on the Company’s consolidated financial statements. In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which simplifies several aspects of the accounting for nonemployee share-based payment transactions resulting from expanding the scope of Topic 718, Compensation—Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. This ASU is effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company has early adopted ASU 2018-07 and the adoption did not have a significant impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework- Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this Update modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, based on the concepts in the Concepts Statement, including the consideration of costs and benefits. Effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted upon issuance of this Update. Any entity is permitted to early adopt any removed or modified disclosures upon issuance of this Update and delay adoption of the additional disclosures until their effective date. The Company has not yet selected a transition method, nor has it determined the effect of the standard on its ongoing financial reporting. In August 2020, the FASB issued “ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)” which simplifies the accounting for convertible instruments. The guidance removes certain accounting models which separate the embedded conversion features from the host contract for convertible instruments. Either a modified retrospective method of transition or a fully retrospective method of transition is permissible for the adoption of this standard. Update No. 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted no earlier than the fiscal year beginning after December 15, 2020. The Company is currently evaluating the potential impact on its consolidated financial statements. The Company has evaluated all the recent accounting pronouncements and determined that there are no other accounting pronouncements that will have a material effect on the Company’s financial statements. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Note 2 - Revenue Recognition Contracts with Customers We have adopted ASC 606, Revenue from Contracts with Customers . We routinely plan on entering into contracts with customers that include general commercial terms and conditions, notification requirements for price increases, shipping terms and in most cases prices for the products and services that we offer. Our performance obligations are established when a customer submits a purchase order notification (in writing, electronically or verbally) for goods and services, and we accept the order. We identify performance obligations as the delivery of the requested product or service in appropriate quantities and to the location specified in the customer’s contract and/or purchase order. We generally recognize revenue upon the satisfaction of these criteria when control of the product or service has been transferred to the customer at which time, we have an unconditional right to receive payment. Our sales and sale prices are final and our prices are not affected by contingent events that could impact the transaction price. Revenues for our SofPulse® product is typically recognized at the time the product is shipped, at which time the title passes to the customer, and there are no further performance obligations. In connection with offering products and services provided to the end user by third-party vendors, we review the relationship between us, the vendor and the end user to assess whether revenue should be reported on a gross or net basis. In asserting whether revenue should be reported on a gross or net basis, we consider whether we act as a principal in the transaction and control the goods and services used to fulfill the performance obligation(s) associated with the transaction. During the year ended December 31, 2020, we recognized gross revenue of $165,796 from products we sold as a principal in the transaction. Sources of Revenue We have identified the following revenues disaggregated by revenue source: 1. Plastic Surgeons 2. Wound Care Facilities 3. Hospitals 4. Other Physicians As of December 31, 2020, and 2019 the sources of revenue were as follows: Year Ended December 31, 2020 2019 Direct sales- Plastic surgeons, gross 165,796 310,164 Total sources of revenue $ 165,796 $ 310,164 Warranty Our general product warranties do not extend beyond an assurance that the product delivered will be consistent with stated specifications and do not include separate performance obligations. Significant Judgments in the Application of the Guidance in ASC 606 There are no significant judgments associated with the satisfaction of our performance obligations. We generally satisfy performance obligations upon delivery of the product to the customer. This is consistent with the time in which the customer obtains control of the products. Performance obligations are also generally settled quickly after the purchase order acceptance, therefore the value of unsatisfied performance obligations at the end of any reporting period is generally immaterial. We consider variable consideration in establishing the transaction price. Forms of variable consideration applicable to our arrangements include sales returns, rebates, volume-based bonuses, and prompt pay discounts. We use historical information along with an analysis of the expected value to properly calculate and to consider the need to constrain estimates of variable consideration. Such amounts are included as a reduction to revenue from the sale of products in the periods in which the related revenue is recognized and adjusted in future periods as necessary. Practical Expedients Our payment terms for sales direct to distributors, End Users, Hospitals and Doctors are substantially less than the one-year collection period that falls within the practical expedient in determination of whether a significant financing component exists. Effective Date and Transition Disclosures Adoption of the new standards related to revenue recognition did not have a material impact on our consolidated financial statements. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 3- Property and Equipment The following is a summary of equipment, at cost, less accumulated depreciation at December 31, 2020 and 2019: As of December 31, 2020 2019 Autos $ 64,458 $ 64,458 Medical equipment 13,969 13,969 Other equipment 11,367 11,367 89,794 89,794 Less accumulated depreciation 88,214 83,879 $ 1,580 $ 5,915 Depreciation expense for the years ended December 31, 2020 and 2019 was $4,335 and $3,405, respectively. |
Patents
Patents | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Patents | Note 4 – Patents In December 2017, we acquired from RGN a patent portfolio for $4,500,000. The earliest patent expires in 2024. The following is a summary of patents less accumulated amortization at December 31, 2020 and 2019: December 31, 2020 2019 Patents $ 4,500,000 $ 4,500,000 Less accumulated amortization 1,940,732 1,293,820 $ 2,559,268 $ 3,206,180 Amortization expense for the years ended December 31, 2020 and 2019 was $646,912 and $646,910, respectively. The estimated future amortization expense related to patents as of December 31, 2020 is as follows: Year Ended December 31. Amount 2021 $ 646,910 2022 646,910 2023 646,910 2024 618,538 Total $ 2,559,268 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 5 - Notes payable Notes Payable In October 2013, July 2014, October 2014 and August 2015, the Company initiated a series ofprivate placements for up to $500,000, each, of financing by the issuance of notes payable at a minimum of $25,000, one unit. The notes bear interest at 10% per annum and were due and payable with accrued interest one year from issuance. During the years ended December 31, 2020 and 2019, the Company did not issue notes in connection with these private placements and did not repay any of these notes. As of December 31, 2020, and 2019, notes payable outstanding under these private placements are $624,903, all of which are past maturity. During the year ended December 31, 2020, the Company issued nine fixed rate promissory notes totaling $1,485,000 for funding of $608,117 with original terms of two to twelve months and interest rates of 8% to 15%. If the notes are not paid at maturity, the fixed rate promissory notes bear a default interest of 10% to 24%. As of December 31, 2020, five of the nine newly issued promissory notes became variable rate notes, which triggered the recognition of $301,727 new derivative liability for the embedded conversion feature. As of December 31, 2020, all of the notes remain outstanding with balance of $1,212,167. During the year ended December 31, 2020, the Company converted seven (7) previous fixed rate notes into variable rate notes (including the five newly issued fixed rate promissory notes) in an accumulated amount of $1,136,000 as a result of the notes not being paid at maturity and, therefore, triggering a conversion option for the noteholder. For four of the variable rate notes, the conversion rate is between 70% and 75% of the Company’s common stock based on the terms included in the variable rate notes. For three of the variable rate notes, the conversion rate is 100% of the Company’s common stock based on the terms included in the variable rate notes. As of December 31, 2020, the Company exchanged one of the variable notes with $316,494 unamortized principal and accrued interest into one fixed rate promissory notes for $525,000 due in twelve months from issuance date and convertible upon an event of default. The Company recorded the exchange in accordance with ASC 470-50 Debt-Modifications and Extinguishments and recorded $151,496 as gain from debt extinguishment in the condensed consolidated statements of operations. On May 20, 2020, the Company entered into modification and forbearance agreements (the “agreements”) with three investors as a condition for the execution of the equity line purchase agreement (see note 6), collectively totaling $4,397,000 in principal and approximately $1,080,000 in accrued interest. As long as the Equity Line Purchase Agreement is in effect and its terms are being complied with, the terms of the forbearance agreements include the extension of the maturity date, elimination of the conversion feature attached to the hybrid instrument and a 12.5% premium for future cash redemption. On July 16, 2020, the Securities and Exchange Commission declared effective the registration statement on Form S-1, for the registration of the shares under the Equity Line Purchase Agreements, which was filed on June 23, 2020 and amended on July 10, 2020. Management reviewed the guidance per ASC 470-60 Troubled debt restructurings Debt-Modifications and Extinguishments Notes payable to a former related party in the aggregate amount of $143,000 were outstanding at December 31, 2020 which are past maturity date. The notes bear interest between 10% and 12% per annum. During the year ended December 31, 2020, the Company paid $22,000 principal to this former related party. As of December 31, 2020, fixed rate notes payable outstanding totaled $1,409,903, of which $624,903 is past maturity. During the year ended December 31, 2019, the Company issued eight fixed rate promissory notes totaling $2,192,250 for funding of $1,995,000 with original terms of two to six months and interest rates of 10% to 12%, default rates of 10% to 24% and for three of the notes, if the notes are not paid at maturity, an additional 2% per month for the next three months. On November 1, 2019, the Company entered into debt modification agreements with two of the notes holders and extend the maturity date to November 1, 2020. Management reviewed the guidance in ASC 470-60 Troubled Debt Restructurings ASC 470-50 Debt Modifications and Extinguishments During the year ended December 31, 2019, the Company converted two previous fixed rate notes into variable rate notes in an accumulated amount of $1,650,000 as a result of the notes not being paid at maturity and, therefore, triggering conditional conversion options to the benefit of the noteholders. The conversion rate is 68% of the Company’s common stock based on the terms included in the variable rate notes. During October 2019, the Company entered into an agreement to receive a license, data delivery and ancillary marketing services in exchange for a note of $352,500 at 8% annual interest and a conversion rate of the lower of $9.00 or 82% of the lowest bid price during the five trading days prior to conversion. The note will become effective when the license period and the services start, and the data is delivered. As of December 31, 2020, the data and license have not been delivered. The gross amount of all convertible notes with variable conversion rates outstanding at December 31, 2020 and December 31, 2019, is $5,282,293, of which $2,613,246 are past maturity, and $5,090,642, of which $5,090,642 were past maturity, respectively. Notes payable to a former related party in the aggregate amount of $143,000 were outstanding at December 31, 2020. The notes bear interest at 12% per annum. During the year ended December 31, 2020, the Company paid $22,000 principal and $0 interest to this related party. Notes payable to a former related party in the aggregate amount of $165,000 were outstanding at December 31, 2019. The notes bear interest at 12% per annum. During the year ended December 31, 2019, the Company paid $105,000 principal and $17,000 interest to this related party. On September 29, 2019, the Company extended the maturity on all outstanding notes to December 31, 2019. The Company recorded a derivative liability as a result of the conversion feature. The derivative liability was allocated between a note discount, up to the value of the Variable Debenture, and interest expense for the excess, and the note discount is being amortized over the life of the Variable Debenture through interest expense. During the years ended December 31, 2020 and 2019, the Company recorded $199,341 and $0 respectively, in discounts on these Variable Debentures. As of December 31, 2020, the Company had notes payable to related parties amounting to $143,000. Refer to Note 7– Related Party Transactions. As of December 31, 2020 2019 Notes payable at beginning of period $ 6,874,795 $ 8,158,198 Notes payable issued 1,364,611 2,101,000 Liquidated damages 452,095 - Notes modification 25,190 - Loan fees added to note payable 120,389 91,250 Settlements on note payable (697,253 ) - Repayments of notes payable in cash (22,000 ) (235,000 ) Less amounts converted to redeemable notes - (67,500 ) Less amounts converted to stock (1,282,631 ) (3,173,153 ) Notes payable at end of period 6,835,196 6,874,795 Less debt discount (201,157 ) (12,649 ) $ 6,634,039 $ 6,862,146 Notes payable issued to former related party $ 143,000 $ 165,000 Notes payable issued to non-related party $ 6,491,039 $ 6,697,146 The maturity dates on the notes payable are as follows: Twelve months ending, Non-related parties Former Related Total Past due $ 3,238,149 $ 143,000 $ 3,381,149 December 31, 2021 3,454,047 - 3,454,047 Total $ 6,692,196 $ 143,000 $ 6,835,196 Acquisition Payable In connection with the Company’s acquisition of IPR in 2012, IPR recorded a $155,000 long-term acquisition payable for costs that were not paid at closing. This payable is non-interest bearing and IPR agreed to make payments up to 25% of the proceeds from any private placement or gross profits earned by IPR until the obligation is satisfied. The percentage of the proceeds to be paid is at the sole discretion of IPR’s Chief Executive Officer and the ex-Chief Executive Officer of the Company based on the liquidity of the Company. Effective Interest Rate During the year ended December 31, 2020 and 2019, the Company’s effective interest rate was 37% and 95% respectively. |
Shareholders' Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Shareholders' Deficit | Note 6 - Shareholders’ Deficit Preferred Stock The Company has authorized 5,000,000 shares of preferred stock which have been designated as follows: Number of Shares Authorized Number of Shares Outstanding at December 31, 2020 Par Value Liquidation Value per Share Series AA 1,000,000 25,000 $ 0.0010 - Preferred Series B 50,000 600 $ 0.0001 100 Preferred Series C 8,000 763 $ 0.0001 1,000 Preferred Series D 20,000 305 $ 0.0001 1,000 Undesignated 3,922,000 - - - Series AA Preferred Shares On February 22, 2013, the Board of Directors of the Company authorized an amendment to the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), in the form of a Certificate of Designation that authorized the issuance of up to one million (1,000,000) shares of a new series of preferred stock, par value $0.001 per share, designated “Series AA Super Voting Preferred Stock,” for which the board of directors established the rights, preferences and limitations thereof. Each holder of outstanding shares of Series AA Super Voting Preferred Stock shall be entitled to one hundred thousand (100,000) votes for each share of Series AA Super Voting Preferred Stock held on the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company. As of December 31, 2020, and 2019, there were and 25,000 shares of Series AA Preferred stock outstanding. Series B Convertible Preferred Stock On February 7, 2017, the Company filed a certificate of designation for 50,000 shares of Series B Convertible Preferred Stock designated as Series B (“Series B”) which are authorized and convertible, at the option of the holder, commencing six months from the date of issuance into common shares and warrants. For each share of Series B, the holder, on conversion, shall receive the stated value divided by 75% of the market price on the date of purchase of Series B and a three-year warrant exercisable into up to a like amount of common shares with an exercise price of 150% of the market price as defined in the Certificate of Designation. Dividends shall be paid only if dividends on the Company’s issued and outstanding Common Stock are paid and the amount paid to the Series B holder will be as though the conversion shares had been issued. The Series B holders have no voting rights. Upon liquidation, the holder of Series B, shall be entitled to receive an amount equal to the stated value, $100 per share, plus any accrued and unpaid dividends thereon before any distribution is made to Series C Secured Redeemable Preferred Stock or common stockholders. There has been no activity during the year ended December 31, 2020 and 2019. As of December 31, 2020, and 2019, there are 600 shares of Series B outstanding. Series C Secured Redeemable Preferred Stock On December 22, 2017, the Company filed a certificate of designation for 8,000 shares of Series C Secured Redeemable Preferred Stock (“Series C”). Each share of the C Preferred is entitled to receive a $20.00 quarterly dividend commencing March 31, 2018 and each quarter thereafter and is to be redeemed for the stated value, $1,000 per share, plus accrued dividends in cash (i) at the Company’s option, commencing one year from issuance and (ii) mandatorily as of December 31, 2019. Management determined that the Series C should be classified as liability per the guidance in ASC 480 Distinguishing Liabilities from Equity On January 29, 2020, the Company filed the amended and restated certificate of designation fort its Series C Secured Redeemable Preferred Stock. The amendment changed the rights of the Series C by (a) removing the requirement to redeem the Series C, (b) removing the obligation to pay dividends on the Series C, (c) Allowing the holders of shares of Series C to convert the stated value of their shares into common stock of the Company at 75% of the closing price of such common stock on the day prior to the conversion. The Series C preferred does not have any rights to vote with the common stock. Upon liquidation, the holder of Series C, shall be entitled to receive an amount equal to the stated value, $1,000 per share, plus any accrued and unpaid dividends thereon before any distribution is made to common stockholders but after distributions are made to holders of Series B. Management reviewed the guidance in ASC 470-60 Troubled Debt Restructurings Debt Modifications and Extinguishments Management determined the fair value of the new instrument based on the guidance in ASC 820 Fair Value Measurement. Management concluded that the preferred stock should not be classified as a liability per the guidance in ASC 480 Distinguishing Liabilities from Equity even though the conversion would require the issuance of variable number of shares since such obligation is not unconditional. Management classified the Series C in permanent equity as of December 31, 2020. For the years ended December 31, 2020 and 2019, the Company has sold 0 and 94 shares of Series C in units comprised of shares of C Preferred and common stock purchase warrants exercisable into up to 0 and 960 shares of common stock for consideration of $0 and $94,000. The warrants resulted in a debt discount after amortization of $0 and $776 at December 31, 2020 and 2019, respectively, and are recorded as a discount to the preferred stock liability on the consolidated balance sheets. During the twelve months ended December 31, 2020, the Company converted 1,051 shares of Series C into 2,754,822 shares of common stock. As of December 31, 2020, and 2019, there were 763 and 1,814 shares of Series C outstanding. Series D Convertible Preferred Stock On November 11, 2019, the Company filed a certificate of designation for 20,000 shares of Series D Convertible Preferred Stock designated as Series D (“Series D”), which are authorized and convertible, at the option of the holder, at any time from the date of issuance, into shares of common shares. On or prior to August 1, 2020, for each share of Series D, the holder, on conversion, shall receive a number of common shares equal to 0.01% of the Company’s issued and outstanding shares on conversion date and for conversion on or after August 2, 2020, the holder shall receive conversion shares as though the conversion date was August 1, 2020, with no further adjustments for issuances by the Company of common stock after August 1, 2020, except for stock split or reverse stock splits of the common stock. The Series D holders have no voting rights. Upon liquidation, the holder of Series D, shall be entitled to receive an amount equal to the stated value, $1,000 per share, plus any accrued and unpaid dividends thereon before any distribution is made to common stockholders. During the years ended December 31, 2020 and 2019, 50 and 255 shares of Series D have been issued. As of December 31, 2020, and 2019, there are 305 and 255 shares of Series D outstanding. Common Stock On December 31, 2018, we entered into a non-transferrable Investment Agreement whereby the investor committed to purchase up to $10,000,000 of our common stock, over the course of 36 months. The aggregate number of shares issuable by us and purchasable by the investor under the Investment Agreement is 81,250. A registration statement for the sale of our common stock related to the Investment Agreement went effective on February 11, 2019. We may draw on the facility from time to time, as and when we determine appropriate in accordance with the terms and conditions of the Investment Agreement. The maximum amount that we are entitled to put in any one notice is the greater of: (i) 200% of the average daily volume (U.S. market only) of the common stock for the three (3) trading days prior to the date of delivery of the applicable put notice, multiplied by the average of the closing prices for such trading days or (ii) $100,000. The purchase price shall be set at ninety-four percent (94%) of the lowest daily VWAP of our common stock during the Pricing Period. However, if, on any trading day during a Pricing Period, the daily VWAP of the common stock is lower than the floor price specified by us in the put notice, then we will withdraw that portion of the put amount for each such trading day during the Pricing Period, with only the balance of such put amount above the minimum acceptable price being put to the investor. There are put restrictions applied on days between the put notice date and the closing date with respect to that particular put. During such time, we are not entitled to deliver another put notice. There are circumstances under which we will not be entitled to put shares to the investor, including the following: ● we will not be entitled to put shares to the investor unless there is an effective registration statement under the Securities Act to cover the resale of the shares by the investor. ● we will not be entitled to put shares to the investor unless our common stock continues to be quoted on the OTCQB market or becomes listed on a national securities exchange. ● we will not be entitled to put shares to the investor to the extent that such shares would cause the investor’s beneficial ownership to exceed 4.99% of our outstanding shares; and ● we will not be entitled to put shares to the investor prior to the closing date of the preceding put. In connection with the preparation of the Investment Agreement and the registration rights agreement, we incurred fees of $20,000. In no event will we be obligated to register for resale more than $10,000,000 in value of shares of common stock, or 81,250 shares. During the year ended December 31, 2020 and 2019, the Company issued 0 and 17,900 shares of common stock in exchange for $0 and $168,343 cash, respectively, pursuant to the Investment Agreement. On May 29, 2020, the Company filed a post-effective amendment on Form RW removing from registration all of the remaining unsold securities with respect to Amendment Number 1 to Registration Statement on Form S-1 filed January 8, 2019 Registration No. 333-229146 and ordered effective February 11, 2019. The shares removed from registration include all remaining shares under the Equity Line Purchase Agreement. On May 18, 2020, the Company and Cavalry Fund I LP (the “investor”) entered into an Equity Line Purchase Agreement (“ELPA”) pursuant to which the investor committed to purchase, subject to certain restrictions and conditions, up to $10,000,000 (the “Commitment”) worth of the Company’s common stock, over a period of 24 months from the effectiveness of the registration statement registering the resale of shares purchased by the investor pursuant to the ELPA. The Company agreed to issue shares of its common stock (the “commitment shares”) to the investor having a market value of 5% of the commitment ($500,000 and 3,859,630 shares) based on the market price of the shares at the execution of the ELPA to be delivered in three tranches of 385,963 shares on: (i) the execution of the ELPA; (ii) thirty days after the effectiveness of the registration statement to be filed under the RRA (the “registration right agreement” or the “registration statement”), and (iii) 90 trading days after the effectiveness of the registration statement with the balance of the commitment shares to be issued pro-rata over the first $3,000,000 of puts in accordance with a formula set forth in the ELPA. The ELPA provides that at any time after the effective date of the registration statement and provided the closing sale price of the common shares on the OTCQB is not below $0.01, from time to time on any business day selected by the Company (the “Purchase Date”), the Company shall have the right, but not the obligation, to direct the investor to buy up to 300,000 shares of the common stock (the “regular purchase amount”) at a purchase price equal to the lower of: (i) the lowest applicable sales price on the date of the put and (ii) 85% of the arithmetic average of the 3 lowest closing prices for the common stock during the 10 consecutive trading days ending on the trading day immediately preceding such put date. The regular purchase amount may be increased as follows: to up to 400,000 shares of common stock if the closing price of the common shares is not below $0.25 per share and up to 500,000 shares if the closing price is not below $0.40 per share. Under the ELPA the Company has the right to submit a regular purchase notice to the investor as often as every business day. The payment for the shares covered by each put notice will generally occur on the day following the put notice. The ELPA contains provisions which allow for the Company to make additional puts beyond the regular purchase amount at greater discounts to the market price of the common stock as forth in the ELPA. The ELPA requires the Company to apply at least 50% of the proceeds of puts to the payment of certain variable rate convertible notes issued by the Company. During the twelve months ended December 31, 2020, pursuant to the execution of the ELPA, the Company issued 771,926 shares of common stock with a fair value of $97,920. The Company does not anticipate that it will raise any funds under the ELPA. During the year ended December 31, 2020 and 2019, the Company issued 14,557,343 and 728,057 shares of common stock, respectively, for the conversion of notes and accrued interest for aggregate fair value of issued common stock of $3,339,109 and $7,533,318, respectively. During the year ended December 31, 2020 and 2019, the Company issued 1,206,398 and 10,340 shares of common stock with a value of $109,800 and $159,850 related to services, respectively. During the year ended December 31, 2020 and 2019, the Company issued 0 and 753 shares of common stock valued at $0 and $12,121, respectively, related to the extension of outstanding notes and lock-up agreements;0 and 1,091 shares valued at $26,545 were issued as additional consideration for the issuance of two promissory notes totaling $0 and $336,000, respectively. During the year ended December 31, 2020, the Company issued 1,234,568 shares of common stock in exchange for $100,000 cash pursuant to Securities Purchase Agreements. During the year ended December 31, 2019, the Company issued 17,900 shares of common stock in exchange for $168,343 cash pursuant to Securities Purchase Agreements. During the year ended December 31, 2020, the Company issued 1,500,000 shares of common stock for total value of $165,000 in exchange for 34,690 stock options regarding the ambiguity of price adjustment in the event of a reverse split that the Company completed on December 20, 2019. During the year ended December 31, 2020, the Company issued 58,428 shares of common stock to Series C with a value of $8,152 to induce the holders to convert into shares of common stock. During the year ended December 31, 2020, the Company issued 2,754,822 shares of common stock with a value of $1,400,934, related to the conversion of Series C. During the year ended December 31, 2020, the Company modified the terms of its promissory note with one investor, which extended the maturity date of its promissory note and the issuance of 500,000 restricted stock with a fair value of $55,000. The recorded of this transaction resulted in a loss on debt extinguishment of $55,000 per ASC 470-60 Troubled Debt Restructurings During the year ended December 31, 2020, in connection with the issuance of a new self-amortization promissory note, the Company issued 355,000 restricted shares as inducement with a fair value of $24,140. During the year ended December 31, 2020, the Company issued 409,000 shares with a value of $58,855 to one investor to exchange one variable convertible note with remaining principal of $283,000 past maturity for a fix rate convertible note with principal of $525,000 and maturing one year from issuance. The Company recorded a loss on debt extinguishment of $151,496 for the fair value of the shares issued in accordance with guidance in ASC 470-50 Debt- Modifications and Extinguishments Stock Options During the year ended December 31, 2020, the Company granted stock options to independent contractor exercisable into up to 3,000,000 shares of common stock with an exercise price of $ 0.15 per share and expiration date of 2 years from the vesting date. The options shall vest in twelve equal quarterly installments so long as the contractor remains under retention by the Company to provide service. The stock options will vest in twelve equal installments of 250,000 shares. These options were valued at approximately $245,900 using the Black Scholes option pricing model. During the year ended December 31, 2019, the Company granted stock options to the Company’s Chief Medical Officer, exercisable into up to 5,280 shares of common stock with an exercise price of from $11.60 per share, and a weighted average remaining life of 3.38 years. These stock options were valued at $76,532 using the Black Scholes option pricing model. The stock options will vest in eight equal quarterly installments of 660 shares. 1,980 options are vested and exercisable in shares of common stock as of December 31, 2020. Per the terms of the agreement, the Company forfeited the 3,300 remaining options due to termination of employment. Share-based compensation expense for the years ended December 31, 2020, and 2019, totaled $57,400 and $31,012, respectively. At December 31, 2020, the total unrecognized deferred share-based compensation expected to be recognized over the remaining weighted average vesting periods of 29 months for outstanding grant was approximately $198,060. The weighted average grant date fair value of stock options issued during the years ended December 31, 2020 and 2019 were $0.08 and $14.49 per share, respectively. Stock option activities for the years ended December 31, 2020 and 2019 are as follows: Options Weighted Weighted Aggregate Outstanding at January 1, 2019 94,553 $ 28.71 2.94 $ - Granted 5,280 $ 11.60 3.38 Cancelled - $ - Exercised - $ - Outstanding at December 31, 2019 99,833 $ 27.81 2.02 $ - Granted 3,000,000 $ 0.15 1.65 Cancelled (85,753 ) $ 23.53 0.68 Exercised - $ - Outstanding at December 31, 2020 3,014,080 $ 0.37 1.67 $ - Exercisable at December 31, 2020 514,080 $ 1.46 1.76 $ - The balance of all stock options outstanding as of December 31, 2020 is as follows: Outstanding Exercisable Weighted Average Weighted Weighted Range of Remaining Average Average Exercise Number Contractual Exercise Number Exercise Prices Outstanding Life Price Exercisable Price Options $ 54.00 11,750 6.30 $ 54.00 11,750 $ 54.00 $ 47.00 350 0.12 $ 47.00 350 $ 47.00 $ 11.60 1,980 1.75 $ 11.60 1,980 $ 11.60 $ 0.15 3,000,000 1.65 $ 0.15 500,000 $ 0.15 3,014,080 1.67 514,080 $ 1.76 On June 11, 2020, the Board of Directors approved the issuance of 74,668,000 non-incentive stock options to officers, directors, and key consultants. The key terms and conditions of the award have not been mutually understood and agreed upon, as a result, the Company has not recognized stock compensation for such awards for the year ended December 31, 2020. Warrants During the year ended December 31, 2020, the Company did not issue any warrants. During the year ended December 31, 2019, in conjunction with the conversion of fixed rate promissory notes into Preferred C stock, the Company issued two-year common stock purchase warrants to acquire up to 960 shares of common stock with exercise prices ranging from $14.50 to $27.90 per share. A summary of the status of the warrants granted under these agreements at December 31, 2020, and changes during the years ended December 31, 2020 and 2019 are presented below: Outstanding Warrants Weighted Average Exercise Price Shares Per Share Outstanding at January 1, 2019 77,551 $ 297.92 Granted 960 $ 19.53 Cancelled (5,025 ) $ 122.46 Exercised - $ - Outstanding at December 31, 2019 73,486 $ 306.28 Granted - $ - Cancelled (33,920 ) $ 404.55 Exercised (271 ) $ 44.35 Outstanding at December 31, 2020 39,295 $ 200.72 Exercisable at December 31, 2020 39,295 $ 200.72 Outstanding Exercisable Weighted Average Weighted Weighted Range of Remaining Average Average Exercise Number Contractual Exercise Number Exercise Prices Outstanding Life Price Exercisable Price Warrants $ 14.50-50.00 11,286 1.26 $ 31.53 11,286 $ 31.53 $ 51.00-100.00 16,078 1.02 $ 75.59 16,078 $ 75.59 $ 101.25-239.00 4,765 0.82 $ 174.66 4,765 $ 174.66 $ 255.00-480.00 1,062 0.55 $ 320.22 1,062 $ 320.22 $ 562.30-1,000.00 6,104 0.23 $ 842.61 6,104 $ 842.61 39,295 0.93 $ 200.71 39,295 $ 200.72 |
Related Party and Former Relate
Related Party and Former Related Parties Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party and Former Related Parties Transactions | Note 7 – Related Party and former Related Parties Transactions One executive officer, one former executive and one former operational manager of the Company have agreed to defer a portion of their compensation until cash flow improves. As of December 31, 2020, and 2019, the balances of their deferred compensation was $1,240,575 and $898,475, which reflects $535,000 accrual of deferred compensation and $192,900 cash repayments of deferred compensation during the year ended December 31, 2020 and $650,000 accrual of deferred compensation, $684,675 cash repayments during the year ended December 31, 2019. From time-to-time officers of the Company advance monies to the Company to cover costs. During the years ended December 31, 2020 and 2019, officers and operational manager advanced $30,074 and $27,130 of funds to the Company of which $23,545 and $14,722 were repaid during the years then ended. Also, during the years ended December 31, 2020 and 2019 accrued interest was repaid in an amount of $0 and $17,000, respectively. The balance of short-term advances due to one officer and executive of the Company at December 31, 2020 and 2019 was $6,529 and $5,236, respectively and is included in the Company’s accounts payable balance as of December 31, 2020. At December 31, 2020 and 2019, notes payable remain outstanding to the former President of the Company, in the amounts of $143,000 and $165,000, respectively. At December 31, 2020 and 2019, accrued interest on these notes payable totaled $54,271 and $38,389, respectively, and are included in accrued expenses on the consolidated balance sheets. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8 - Income taxes The Company files income tax returns with the Internal Revenue Service (“IRS”) and various state jurisdictions. For jurisdictions in which tax filings are prepared, the Company is subject to income tax examinations by state tax authorities and federal tax authorities for all tax years. The deferred tax assets are mainly comprised of net loss carryforwards. As of December 31, 2020, the Company had approximately $26,900,000 of federal net operating loss carryforwards, that it can use to offset a certain amount of taxable income in the future. Some of these federal net operating loss carryforwards begin to expire in 2030. The resulting deferred tax asset is offset by a 100% valuation allowance due to the uncertainty of its realization. Utilization of these net operating losses could be limited under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), and similar state laws based on ownership changes and the value of the Company’s stock. A reconciliation of the provision for income tax expense with the expected income tax computed by applying the federal statutory income tax rate to income before provision for income taxes was as follows for the years ended December 31, 2020 and 2019: 2020 2019 Income tax computed at federal statutory rate -21.0 % -21.0 % State taxes, net of federal benefit -7.1 % -7.1 % Non-Deductible expenses 15.0 % 15.0 % Change in valuation allowance 13.1 % 13.1 % Total 0.0 % 0.0 % The primary difference between income tax expense attributable to continuing operations and the amount of income tax expense that would result from applying domestic federal statutory rates to income before provision for income taxes relates to the change in the valuation allowance. The Company has adopted the accounting standards that clarify the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. Our policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. Interest and penalties totaled $0 for the years ended December 31, 2020 and 2019. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 - Commitments and Contingencies Legal matters The Company is a defendant in a case brought by Auctus Fund, LLC seeking to enforce a variable rate dated in August 2019 which was in the original amount of $275,250 and claiming damages in excess of $500,000, other unspecified damages and attorney fees. The Company is vigorously defending the action and as filed an answer with counterclaims. While the matter is in its early stages and there are always uncertainties in litigation, management does not believe that the litigation will have a result significantly averse to the Company. The Company may become involved in various legal proceedings in the normal course of business. |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2020 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Note 10 – Concentrations. Sales During the year ended December 31, 2020, we had two significant customers which accounted for 36%, 20% of sales. During the year ended December 31, 2019, we had three significant customers which accounted for 7.2%, 7.5% and 23.7% of sales. Supplier We also have a single source for our bioelectric medical devices, which account for 100% of our sales. The interruption of products provided by this supplier would adversely affect our business and financial condition unless an alternative source of products could be found. Accounts Receivable At December 31, 2020, we had two customers which accounted for 67%, 33% of our accounts receivable balances. At December 31, 2019, we had three customers which accounted for 37%, 33% and 16% of our accounts receivable balances. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 - Subsequent Events. Subsequent to December 31, 2020, an aggregate of 19,739,112 shares of restricted common stock were issued on the conversion of $260,700 of principal and $84,034 of accrued interest pursuant to Variable Notes. Subsequent to December 31, 2020, the Company received $126,000 of cash from the issuance of 7,000,000 shares of common stock. Subsequent to December 31, 2020, the Company issued 2,300,334 as inducement for the execution of convertible promissory notes at no consideration. Subsequent to December 31, 2020, the Company received $250,000 of cash from the issuance of convertible notes with principal amount of $250,000. As a result of these issuances, the total number of common shares outstanding is 53,576,135, Preferred B shares outstanding is 600, Preferred C shares outstanding is 763 and Preferred D shares outstanding is 305. |
Nature of Business and Summar_2
Nature of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The consolidated financial statements of the Company include the accounts of ETI, IP Resources International, Inc., Aviva Companies Corporation, and WeHealAnimals, Inc. All significant intercompany accounts and transactions are eliminated in consolidation. |
Going Concern | Going Concern These accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for a period following the date of these consolidated financial statements. The Company has recurring net losses, negative cash flows from operations and working capital deficits. The Company has raised approximately $ 0.7 million in debt and equity financing for the year ended December 31, 2020. The Company is raising additional capital through debt and equity securities in order to continue the funding of its operations. However, there is no assurance that the Company can raise enough funds or generate sufficient revenues to pay its obligations as they become due, which raises substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying value of assets or liabilities as a result of this uncertainty. To reduce the risk of not being able to continue as a going concern, management has implemented its business plan to materialize revenues from potential, future, license agreements, has initiated an equity line of credit offering to raise capital through the sale of its common stock, has engaged a broker/dealer to raise additional capital. |
Reverse Split | Reverse Split In October 2019, the Company’s Board of Directors and stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to effect a 1,000-for-1 reverse split of the Company’s common stock, which was effected on December 20, 2019. The par value of the common stock was not adjusted as a result of the reverse stock split. Accordingly, all common stock, stock options, warrants and related per share amounts have been retroactively adjusted to give effect to the reverse split for the year ended December 31, 2019. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Critical estimates include the value of shares issued for services, in connection with notes payable agreements, in connection with note extension agreements, and as repayment for outstanding debt, the useful lives of property and equipment, the valuation of the derivative liability, and the valuation of deferred income tax assets. Management uses its historical records and knowledge of its business in making these estimates. Actual results could differ from these estimates. |
Cash and Cash Equivalents | Cash and cash equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Financial instruments that potentially subject us to a concentration of credit risk consist of cash and cash equivalents. Cash is deposited with what we believe are highly credited, quality institutions. The deposited cash may exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits. At December 31, 2020, the Company does not hold any cash in excess of FDIC limits. |
Accounts Receivable | Accounts Receivable The Company uses the specific identification method for recording the provision for doubtful accounts, which was $0 at December 31, 2020 and 2019. Accounts receivable are written off when all collection attempts have failed. |
Property, Plant and Equipment | Property, plant and equipment Property, plant and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range between five and seven years. Repairs and maintenance are charged to expense as incurred while improvements are capitalized. Upon the sale, retirement or disposal of fixed assets, the accounts are relieved of the cost and the related accumulated depreciation with any gain or loss recorded to the consolidated statements of operations. |
Impairment of Long-Lived Assets | Impairment of Long-lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. If impairment is indicated, the asset is written down to its estimated fair value. |
Equity-Based Compensation | Equity-Based Compensation The Company measures equity-based compensation cost at the grant date based on the fair value of the award and recognizes it as expense, net of forfeitures which are recognized as they occur, over the vesting or service period, as applicable, of the stock award using the straight-line method. The Company measured equity-based compensation using the Black-Scholes option valuation model using the following assumptions: For Year Ending December 31, 2020 2019 Expected term 1.38 years 4 years Exercise price $ 0.15 $ 11.60 Expected volatility 231.10 % 349.60 % Expected dividends None None Risk-free interest rate 0.14 % 2.28 % Forfeitures None None |
Income Taxes | Income Taxes The Company records a tax provision for the anticipated tax consequences of its reported results of operations. The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and income tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. The Company records a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company has adopted ASC Topic 740, which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC Topic 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and also provides guidance on derecognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure and transition. The Company has determined that the adoption did not result in the recognition of any liability for unrecognized tax benefits and that there are no unrecognized tax benefits that would, if recognized, affect the Company’s effective tax rate. |
Net Loss Per Share | Net Loss per Share Basic net loss per share is calculated based on the net loss attributable to common shareholders divided by the weighted average number of shares outstanding for the period excluding any dilutive effects of options, warrants, unvested share awards and convertible securities. Diluted net loss per common share assumes the conversion of all dilutive securities using the if-converted method and assumes the exercise or vesting of other dilutive securities, such as options, common shares issuable under convertible debt, warrants and restricted stock using the treasury stock method when dilutive. |
Research and Development | Research and Development Costs relating to the development of new products are expensed as research and development as incurred in accordance with FASB Accounting Standards Codification (“ASC”) 730-10, Research and Development |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Accounting guidance on fair value measurements and disclosures defines fair value, establishes a framework for measuring the fair value of assets and liabilities using a hierarchy system, and defines required disclosures. It clarifies that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts business. The Company’s balance sheet contains derivative liability that is recorded at fair value on a recurring basis. The three-level valuation hierarchy for disclosure of fair value is as follows: Level 1: uses quoted market prices in active markets for identical assets or liabilities. Level 2: uses observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: uses unobservable inputs that are not corroborated by market data. The fair value of the Company’s recorded derivative liability is determined based on unobservable inputs that are not corroborated by market data, which require a Level 3 classification. A Black-Sholes option valuation model was used to determine the fair value. The Company records derivative liability on the condensed consolidated balance sheets at fair value with changes in fair value recorded in the condensed consolidated statements of operation. The following table presents changes in the liabilities with significant unobservable inputs (Level 3) for the years ended December 31, 2020 and 2019: Fair Value Measurements at December 31, 2020 Using Quoted Prices in Active Markets for Significant Other Observable Significant Unobservable Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Total Derivative liability $ - $ - $ 4,202,597 $ 4,202,597 Total $ - $ - $ 4,202,597 $ 4,202,597 Fair Value Measurements at December 31, 2019 Using Quoted Prices in Significant Other Significant Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Total Derivative liability $ - $ - $ 10,599,690 $ 10,599,690 Total $ - $ - $ 10,599,690 $ 10,599,690 The following table presents changes in the liabilities with significant unobservable inputs (Level 3) for the years ended December 31, 2020 and 2019: Derivative Liability Balance December 31, 2018 $ 4,426,026 Issuance of convertible debt 2,645,838 Settlements by debt extinguishment (3,960,864 ) Change in estimated fair value 7,488,690 Balance December 31, 2019 $ 10,599,690 Issuance of convertible debt 1,244,898 Extinguishment following note exchange (177,422 ) Settlements by debt extinguishment (1,857,356 ) Change in estimated fair value (5,607,213 ) Balance December 31, 2020 $ 4,202,597 |
Derivative Liability | Derivative Liability The Company issued Variable Debentures during the years ended December 31, 2020 and 2019, which contained variable conversion rates based on unknown future prices of the Company’s common stock. This resulted in a derivative liability. The Company measures the derivative liability using the Black-Scholes option valuation model using the following assumptions: For Year Ending December 31, 2020 2019 Expected term 1 – 6 months 1 month-1 year Exercise price $0.01-$0.76 $0.65-$12.87 Expected volatility 110.04%-248.90% 133.50%-166.00% Expected dividends None None Risk-free interest rate 0.03%-1.54% 1.51%-2.87% Forfeitures None None The assumptions used in determining fair value represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if factors change, including changes in the market value of the Company’s common stock, managements’ assessment or significant fluctuations in the volatility of the trading market for the Company’s common stock, the Company’s fair value estimates could be materially different in the future. The Company computes the fair value of the derivative liability at each reporting period and the change in the fair value is recorded as non-cash expense or non-cash income. The key component in the value of the derivative liability is the Company’s stock price, which is subject to significant fluctuation and is not under its control, and the assessment of volatility. The resulting effect on net loss is therefore subject to significant fluctuation and will continue to be so until the Company’s Variable Debentures, which the convertible feature is associated with, are converted into common stock or paid in full with cash. Assuming all other fair value inputs remain constant, the Company will record non-cash expense when its stock price increases and non-cash income when its stock price decreases. |
Preferred Stock | Preferred Stock The Company elects to accrete the difference between the redemption value and carrying value of outstanding preferred stock over the period from the date of issuance to the earliest redemption date using the effective interest method. |
Recent Accounting Standard Updates | Recent Accounting Standard Updates In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes existing guidance on accounting for leases in “Leases (Topic 840)” and generally requires all leases to be recognized in the consolidated balance sheet. ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018; early adoption is permitted. The provisions of ASU 2016-02 are to be applied using a modified retrospective approach. The Company has adopted ASU 2016-02 on January 1, 2019. The adoption of ASU 2016-02 did not have a significant impact on the Company’s consolidated financial statements. In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which simplifies several aspects of the accounting for nonemployee share-based payment transactions resulting from expanding the scope of Topic 718, Compensation—Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. This ASU is effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company has early adopted ASU 2018-07 and the adoption did not have a significant impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework- Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this Update modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, based on the concepts in the Concepts Statement, including the consideration of costs and benefits. Effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted upon issuance of this Update. Any entity is permitted to early adopt any removed or modified disclosures upon issuance of this Update and delay adoption of the additional disclosures until their effective date. The Company has not yet selected a transition method, nor has it determined the effect of the standard on its ongoing financial reporting. In August 2020, the FASB issued “ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)” which simplifies the accounting for convertible instruments. The guidance removes certain accounting models which separate the embedded conversion features from the host contract for convertible instruments. Either a modified retrospective method of transition or a fully retrospective method of transition is permissible for the adoption of this standard. Update No. 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted no earlier than the fiscal year beginning after December 15, 2020. The Company is currently evaluating the potential impact on its consolidated financial statements. The Company has evaluated all the recent accounting pronouncements and determined that there are no other accounting pronouncements that will have a material effect on the Company’s financial statements. |
Nature of Business and Summar_3
Nature of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Measured Stock - Based Compensation | The Company measured equity-based compensation using the Black-Scholes option valuation model using the following assumptions: For Year Ending December 31, 2020 2019 Expected term 1.38 years 4 years Exercise price $ 0.15 $ 11.60 Expected volatility 231.10 % 349.60 % Expected dividends None None Risk-free interest rate 0.14 % 2.28 % Forfeitures None None |
Schedule of Balances of Liabilities Measured at Fair Value | The following table presents changes in the liabilities with significant unobservable inputs (Level 3) for the years ended December 31, 2020 and 2019: Fair Value Measurements at December 31, 2020 Using Quoted Prices in Active Markets for Significant Other Observable Significant Unobservable Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Total Derivative liability $ - $ - $ 4,202,597 $ 4,202,597 Total $ - $ - $ 4,202,597 $ 4,202,597 Fair Value Measurements at December 31, 2019 Using Quoted Prices in Significant Other Significant Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Total Derivative liability $ - $ - $ 10,599,690 $ 10,599,690 Total $ - $ - $ 10,599,690 $ 10,599,690 |
Schedule of Changes in the Liabilities with Significant Unobservable Inputs | The following table presents changes in the liabilities with significant unobservable inputs (Level 3) for the years ended December 31, 2020 and 2019: Derivative Liability Balance December 31, 2018 $ 4,426,026 Issuance of convertible debt 2,645,838 Settlements by debt extinguishment (3,960,864 ) Change in estimated fair value 7,488,690 Balance December 31, 2019 $ 10,599,690 Issuance of convertible debt 1,244,898 Extinguishment following note exchange (177,422 ) Settlements by debt extinguishment (1,857,356 ) Change in estimated fair value (5,607,213 ) Balance December 31, 2020 $ 4,202,597 |
Schedule of Variable Debentures Black-Scholes Valuation Assumptions | The Company measures the derivative liability using the Black-Scholes option valuation model using the following assumptions: For Year Ending December 31, 2020 2019 Expected term 1 – 6 months 1 month-1 year Exercise price $0.01-$0.76 $0.65-$12.87 Expected volatility 110.04%-248.90% 133.50%-166.00% Expected dividends None None Risk-free interest rate 0.03%-1.54% 1.51%-2.87% Forfeitures None None |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue Source | As of December 31, 2020, and 2019 the sources of revenue were as follows: Year Ended December 31, 2020 2019 Direct sales- Plastic surgeons, gross 165,796 310,164 Total sources of revenue $ 165,796 $ 310,164 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | The following is a summary of equipment, at cost, less accumulated depreciation at December 31, 2020 and 2019: As of December 31, 2020 2019 Autos $ 64,458 $ 64,458 Medical equipment 13,969 13,969 Other equipment 11,367 11,367 89,794 89,794 Less accumulated depreciation 88,214 83,879 $ 1,580 $ 5,915 |
Patents (Tables)
Patents (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Patents Less Accumulated Amortization | In December 2017, we acquired from RGN a patent portfolio for $4,500,000. The earliest patent expires in 2024. The following is a summary of patents less accumulated amortization at December 31, 2020 and 2019: December 31, 2020 2019 Patents $ 4,500,000 $ 4,500,000 Less accumulated amortization 1,940,732 1,293,820 $ 2,559,268 $ 3,206,180 |
Schedule of Estimated Future Amortization Expense | The estimated future amortization expense related to patents as of December 31, 2020 is as follows: Year Ended December 31. Amount 2021 $ 646,910 2022 646,910 2023 646,910 2024 618,538 Total $ 2,559,268 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | As of December 31, 2020, the Company had notes payable to related parties amounting to $143,000. Refer to Note 7– Related Party Transactions. As of December 31, 2020 2019 Notes payable at beginning of period $ 6,874,795 $ 8,158,198 Notes payable issued 1,364,611 2,101,000 Liquidated damages 452,095 - Notes modification 25,190 - Loan fees added to note payable 120,389 91,250 Settlements on note payable (697,253 ) - Repayments of notes payable in cash (22,000 ) (235,000 ) Less amounts converted to redeemable notes - (67,500 ) Less amounts converted to stock (1,282,631 ) (3,173,153 ) Notes payable at end of period 6,835,196 6,874,795 Less debt discount (201,157 ) (12,649 ) $ 6,634,039 $ 6,862,146 Notes payable issued to former related party $ 143,000 $ 165,000 Notes payable issued to non-related party $ 6,491,039 $ 6,697,146 |
Schedule of Maturity Dates of Notes Payable | The maturity dates on the notes payable are as follows: Twelve months ending, Non-related parties Former Related Total Past due $ 3,238,149 $ 143,000 $ 3,381,149 December 31, 2021 3,454,047 - 3,454,047 Total $ 6,692,196 $ 143,000 $ 6,835,196 |
Shareholders' Deficit (Tables)
Shareholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Preferred Stock | The Company has authorized 5,000,000 shares of preferred stock which have been designated as follows: Number of Shares Authorized Number of Shares Outstanding at December 31, 2020 Par Value Liquidation Value per Share Series AA 1,000,000 25,000 $ 0.0010 - Preferred Series B 50,000 600 $ 0.0001 100 Preferred Series C 8,000 763 $ 0.0001 1,000 Preferred Series D 20,000 305 $ 0.0001 1,000 Undesignated 3,922,000 - - - |
Schedule of Stock Options Outstanding | Stock option activities for the years ended December 31, 2020 and 2019 are as follows: Options Weighted Weighted Aggregate Outstanding at January 1, 2019 94,553 $ 28.71 2.94 $ - Granted 5,280 $ 11.60 3.38 Cancelled - $ - Exercised - $ - Outstanding at December 31, 2019 99,833 $ 27.81 2.02 $ - Granted 3,000,000 $ 0.15 1.65 Cancelled (85,753 ) $ 23.53 0.68 Exercised - $ - Outstanding at December 31, 2020 3,014,080 $ 0.37 1.67 $ - Exercisable at December 31, 2020 514,080 $ 1.46 1.76 $ - |
Schedule of Share-based Compensation, Shares Authorized Under Stock Option Plans, by Exercise Price Range | The balance of all stock options outstanding as of December 31, 2020 is as follows: Outstanding Exercisable Weighted Average Weighted Weighted Range of Remaining Average Average Exercise Number Contractual Exercise Number Exercise Prices Outstanding Life Price Exercisable Price Options $ 54.00 11,750 6.30 $ 54.00 11,750 $ 54.00 $ 47.00 350 0.12 $ 47.00 350 $ 47.00 $ 11.60 1,980 1.75 $ 11.60 1,980 $ 11.60 $ 0.15 3,000,000 1.65 $ 0.15 500,000 $ 0.15 3,014,080 1.67 514,080 $ 1.76 |
Schedule of Warrants Outstanding | A summary of the status of the warrants granted under these agreements at December 31, 2020, and changes during the years ended December 31, 2020 and 2019 are presented below: Outstanding Warrants Weighted Average Exercise Price Shares Per Share Outstanding at January 1, 2019 77,551 $ 297.92 Granted 960 $ 19.53 Cancelled (5,025 ) $ 122.46 Exercised - $ - Outstanding at December 31, 2019 73,486 $ 306.28 Granted - $ - Cancelled (33,920 ) $ 404.55 Exercised (271 ) $ 44.35 Outstanding at December 31, 2020 39,295 $ 200.72 Exercisable at December 31, 2020 39,295 $ 200.72 |
Schedule of Warrants Exercise Price Range | Outstanding Exercisable Weighted Average Weighted Weighted Range of Remaining Average Average Exercise Number Contractual Exercise Number Exercise Prices Outstanding Life Price Exercisable Price Warrants $ 14.50-50.00 11,286 1.26 $ 31.53 11,286 $ 31.53 $ 51.00-100.00 16,078 1.02 $ 75.59 16,078 $ 75.59 $ 101.25-239.00 4,765 0.82 $ 174.66 4,765 $ 174.66 $ 255.00-480.00 1,062 0.55 $ 320.22 1,062 $ 320.22 $ 562.30-1,000.00 6,104 0.23 $ 842.61 6,104 $ 842.61 39,295 0.93 $ 200.71 39,295 $ 200.72 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the provision for income tax expense with the expected income tax computed by applying the federal statutory income tax rate to income before provision for income taxes was as follows for the years ended December 31, 2020 and 2019: 2020 2019 Income tax computed at federal statutory rate -21.0 % -21.0 % State taxes, net of federal benefit -7.1 % -7.1 % Non-Deductible expenses 15.0 % 15.0 % Change in valuation allowance 13.1 % 13.1 % Total 0.0 % 0.0 % |
Nature of Business and Summar_4
Nature of Business and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Dec. 20, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Proceeds from debt and equity financing | $ 700,000 | ||
Reverse stock split | 1,000-for-1-reverse stock split | ||
Cash FDIC amount | |||
Provision for doubtful accounts | 0 | $ 0 | |
Research and development expenses | $ 3,283 | $ 153,126 | |
Minimum [Member] | |||
Property plant and equipment, estimated useful lives | 5 years | ||
Maximum [Member] | |||
Property plant and equipment, estimated useful lives | 7 years | ||
Hanover Portfolio Acquisitions, Inc [Member] | |||
Acquisitions description | On January 22, 2014, Hanover Portfolio Acquisitions, Inc. (the "Company") received written consents in lieu of a meeting of stockholders from holders of a majority of the shares of Common Stock representing in excess of 50% of the total issued and outstanding voting power of the Company approving an amendment to the Company's Certificate of Incorporation to change the name of the Company from "Hanover Portfolio Acquisitions, Inc." to "Endonovo Therapeutics, Inc." The name change was affected pursuant to a Certificate of Amendment (the "Certificate of Amendment"), filed with the Secretary of State of Delaware on January 24, 2014. | ||
Common stock, voting rights | Common Stock representing in excess of 50% of the total issued and outstanding voting power |
Nature of Business and Summar_5
Nature of Business and Summary of Significant Accounting Policies - Schedule of Measured Stock - Based Compensation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Expected term | 1 year 4 months 17 days | 4 years |
Exercise price | $ 0.15 | $ 11.60 |
Expected volatility | 231.10% | 349.60% |
Expected dividends | 0.00% | 0.00% |
Risk-free interest rate | 0.14% | 2.28% |
Forfeitures |
Nature of Business and Summar_6
Nature of Business and Summary of Significant Accounting Policies - Schedule of Balances of Liabilities Measured at Fair Value (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Derivative liability | $ 4,202,597 | $ 10,599,690 |
Total | 4,202,597 | 10,599,690 |
Fair Value, Inputs, Level 1 [Member] | ||
Derivative liability | ||
Total | ||
Fair Value, Inputs, Level 2 [Member] | ||
Derivative liability | ||
Total | ||
Fair Value, Inputs, Level 3 [Member] | ||
Derivative liability | 4,202,597 | 10,599,690 |
Total | $ 4,202,597 | $ 10,599,690 |
Nature of Business and Summar_7
Nature of Business and Summary of Significant Accounting Policies - Schedule of Changes in the Liabilities with Significant Unobservable Inputs (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Liabilities with significant unobservable inputs , beginning balance | $ 10,599,690 | $ 4,426,026 |
Issuance of convertible debt | 1,244,898 | 2,645,838 |
Extinguishment following note exchange | (177,422) | |
Settlements by debt extinguishment | (1,857,356) | (3,960,864) |
Change in estimated fair value | (5,607,213) | 7,488,690 |
Liabilities with significant unobservable inputs, ending balance | $ 4,202,597 | $ 10,599,690 |
Nature of Business and Summar_8
Nature of Business and Summary of Significant Accounting Policies - Schedule of Variable Debentures Black-Scholes Valuation Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($)$ / shares | |
Forfeitures | $ | ||
Measurement Input, Expected Term [Member] | Minimum [Member] | ||
Expected term | 1 month | 1 month |
Measurement Input, Expected Term [Member] | Maximum [Member] | ||
Expected term | 6 months | 1 year |
Measurement Input, Exercise Price [Member] | Minimum [Member] | ||
Exercise price | $ 0.01 | $ 0.65 |
Measurement Input, Exercise Price [Member] | Maximum [Member] | ||
Exercise price | $ 0.76 | $ 12.87 |
Measurement Input, Expected Volatility [Member] | Minimum [Member] | ||
Derivative liability measurement | 110.04 | 133.50 |
Measurement Input, Expected Volatility [Member] | Maximum [Member] | ||
Derivative liability measurement | 248.90 | 166 |
Measurement Input, Expected Dividends Rate [Member] | ||
Derivative liability measurement | 0 | 0 |
Risk-free Interest Rate [Member] | Minimum [Member] | ||
Derivative liability measurement | 0.03 | 1.51 |
Risk-free Interest Rate [Member] | Maximum [Member] | ||
Derivative liability measurement | 1.54 | 2.87 |
Revenue Recognition (Details Na
Revenue Recognition (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Revenue Recognition [Abstract] | |||
Recognized net revenues | $ 165,796 | $ 310,164 | [1] |
[1] | The consolidated financial statements have been retroactively restated to reflect the 1,000-for-1-reverse stock split that occurred on December 20, 2019. |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Revenue Source (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Total sources of revenue | $ 165,796 | $ 310,164 | [1] |
Direct Sales - Plastic Surgeons, Gross [Member] | |||
Total sources of revenue | $ 165,796 | $ 310,164 | |
[1] | The consolidated financial statements have been retroactively restated to reflect the 1,000-for-1-reverse stock split that occurred on December 20, 2019. |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 4,335 | $ 3,405 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment, gross | $ 89,794 | $ 89,794 |
Less accumulated depreciation | 88,214 | 83,879 |
Property, Plant and Equipment, net | 1,580 | 5,915 |
Autos [Member] | ||
Property, Plant and Equipment, gross | 64,458 | 64,458 |
Medical Equipment [Member] | ||
Property, Plant and Equipment, gross | 13,969 | 13,969 |
Other Equipment [Member] | ||
Property, Plant and Equipment, gross | $ 11,367 | $ 11,367 |
Patents (Details Narrative)
Patents (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | |
Amortization expense | $ 646,912 | $ 646,910 | |
Rio Grande Neurosciences, Inc. [Member] | |||
Acquisition of patents | $ 4,500,000 | ||
Patents expiration period | 2024 |
Patents - Schedule of Patents L
Patents - Schedule of Patents Less Accumulated Amortization (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Patents | $ 4,500,000 | $ 4,500,000 |
Less accumulated amortization | 1,940,732 | 1,293,820 |
Patents, net | $ 2,559,268 | $ 3,206,180 |
Patents - Schedule of Estimated
Patents - Schedule of Estimated Future Amortization Expense (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 | $ 646,910 | |
2022 | 646,910 | |
2023 | 646,910 | |
2024 | 618,538 | |
Patents, net | $ 2,559,268 | $ 3,206,180 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||
Oct. 31, 2020 | Aug. 31, 2015 | Oct. 31, 2014 | Jul. 31, 2014 | Oct. 31, 2013 | Dec. 31, 2020 | Dec. 31, 2019 | May 20, 2020 | Dec. 31, 2018 | Dec. 31, 2013 | ||
Proceeds from issuance of note payable | $ 608,117 | $ 1,995,000 | |||||||||
Debt instrument, interest rate | 12.00% | ||||||||||
Note payable outstanding | $ 6,491,039 | $ 6,697,146 | |||||||||
Debt effective interest rate | 37.00% | 95.00% | |||||||||
Gain from debt extinguishment | $ (555,430) | $ 73,503 | [1] | ||||||||
Notes payable - former related party | 143,000 | 165,000 | |||||||||
Principal payment of debt | 22,000 | 105,000 | |||||||||
Debt conversion description | The Company entered into an agreement to receive a license, data delivery and ancillary marketing services in exchange for a note of $352,500 at 8% annual interest and a conversion rate of the lower of $9.00 or 82% of the lowest bid price during the five trading days prior to conversion. The note will become effective when the license period and the services start and the data is delivered. | ||||||||||
Interest expenses | 0 | 17,000 | |||||||||
IPR [Member] | |||||||||||
Long-term acquisition payable for costs not paid at closing | $ 155,000 | ||||||||||
Percentage of proceeds from any private placement or gross profits | 25.00% | ||||||||||
Forbearance Agreements [Member] | Three Investors [Member] | |||||||||||
Debt instrument face amount | $ 4,397,000 | ||||||||||
Accrued interest | $ 1,080,000 | ||||||||||
Debt instrument premium percentage | 12.50% | ||||||||||
Nine Promissory Notes [Member] | |||||||||||
Promissory notes | $ 1,485,000 | ||||||||||
Nine Promissory Notes [Member] | Minimum [Member] | |||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||
Debt instrument term | 2 months | ||||||||||
Nine Promissory Notes [Member] | Maximum [Member] | |||||||||||
Debt instrument, interest rate | 15.00% | ||||||||||
Debt instrument term | 12 months | ||||||||||
Five Promissory Notes [Member] | |||||||||||
Debt instrument description | Original terms of two to twelve months and interest rates of 8% to 15%. If the notes are not paid at maturity, the fixed rate promissory notes bear a default interest of 10% to 24%. | ||||||||||
Promissory Notes [Member] | |||||||||||
Promissory notes | $ 1,212,167 | ||||||||||
Derivative liability for embedded conversion feature | 301,727 | ||||||||||
Convertible debt current | 525,000 | ||||||||||
Gain from debt extinguishment | $ 151,496 | ||||||||||
Promissory Notes [Member] | Minimum [Member] | |||||||||||
Debt effective interest rate | 10.00% | ||||||||||
Promissory Notes [Member] | Maximum [Member] | |||||||||||
Debt effective interest rate | 24.00% | ||||||||||
Previous Fixed Rate Notes [Member] | Note Holder [Member] | |||||||||||
Debt instrument face amount | $ 1,136,000 | ||||||||||
Four of Variable Rate Notes [Member] | Minimum [Member] | Note Holder [Member] | |||||||||||
Debt instrument, interest rate | 70.00% | ||||||||||
Four of Variable Rate Notes [Member] | Maximum [Member] | Note Holder [Member] | |||||||||||
Debt instrument, interest rate | 75.00% | ||||||||||
Three of Variable Rate Notes [Member] | Note Holder [Member] | |||||||||||
Debt instrument, interest rate | 100.00% | ||||||||||
Variable NoteMember | |||||||||||
Unamortized principal and accrued interest | $ 316,494 | ||||||||||
Notes Payable [Member] | |||||||||||
Promissory notes | 6,835,196 | 6,874,795 | $ 8,158,198 | ||||||||
Debt discount amount | $ 201,157 | 12,649 | |||||||||
Notes Payable [Member] | Related Party [Member] | |||||||||||
Debt instrument, interest rate | 12.00% | ||||||||||
Notes payable - former related party | $ 143,000 | ||||||||||
Principal payment of debt | 22,000 | ||||||||||
Notes Payable One [Member] | |||||||||||
Promissory notes | 1,409,903 | ||||||||||
Notes Payable Two [Member] | |||||||||||
Promissory notes | 624,903 | ||||||||||
Eight Fixed Rate Notes [Member] | |||||||||||
Proceeds from issuance of note payable | 2,192,250 | ||||||||||
Note payable outstanding | $ 894,250 | ||||||||||
Debt instrument description | Original terms of two to six months and interest rates of 10% to 12%, default rates of 10% to 24% and for three of the notes, if the notes are not paid at maturity, an additional 2% per month for the next three months. On November 1, 2019, the Company entered into debt modification agreements with two of the notes holders and extend the maturity date to November 1, 2020. | ||||||||||
Past maturity notes payable | |||||||||||
Debt maturity date | Nov. 1, 2020 | ||||||||||
Eight Fixed Rate Notes [Member] | Minimum [Member] | |||||||||||
Debt instrument, interest rate | 10.00% | ||||||||||
Debt default interest rate | 10.00% | ||||||||||
Eight Fixed Rate Notes [Member] | Maximum [Member] | |||||||||||
Debt instrument, interest rate | 12.00% | ||||||||||
Debt default interest rate | 24.00% | ||||||||||
Two Fixed Rate Notes [Member] | |||||||||||
Note payable outstanding | $ 1,650,000 | ||||||||||
Debt effective interest rate | 68.00% | ||||||||||
Convertible Debentures One [Member] | |||||||||||
Convertible debentures outstanding amount | 5,282,293 | $ 2,613,246 | |||||||||
Convertible Debentures Two [Member] | |||||||||||
Convertible debentures outstanding amount | 5,090,642 | 5,090,642 | |||||||||
Convertible Debentures [Member] | |||||||||||
Debt discount amount | 199,341 | 0 | |||||||||
Private Placement [Member] | |||||||||||
Debt instrument face amount | $ 500,000 | $ 500,000 | $ 500,000 | $ 500,000 | |||||||
Proceeds from issuance of note payable | $ 25,000 | $ 25,000 | $ 25,000 | $ 25,000 | |||||||
Debt instrument, interest rate | 10.00% | 10.00% | 10.00% | 10.00% | |||||||
Debt instrument term | 1 year | 1 year | 1 year | 1 year | |||||||
Note payable outstanding | $ 624,903 | $ 624,903 | |||||||||
[1] | The consolidated financial statements have been retroactively restated to reflect the 1,000-for-1-reverse stock split that occurred on December 20, 2019. |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Notes payable issued | $ 1,493,413 | $ 3,645,956 | |
Repayments of notes payable in cash | (130,000) | ||
Less amounts converted to stock | (3,339,109) | (7,533,318) | [1] |
Notes Payable [Member] | |||
Notes payable at beginning of period | 6,874,795 | 8,158,198 | |
Notes payable issued | 1,364,611 | 2,101,000 | |
Liquidated damages | 452,095 | ||
Notes modification | 25,190 | ||
Loan fees added to note payable | 120,389 | 91,250 | |
Settlements on note payable | (697,253) | ||
Repayments of notes payable in cash | (22,000) | (235,000) | |
Less amounts converted to redeemable notes | (67,500) | ||
Less amounts converted to stock | (1,282,631) | (3,173,153) | |
Notes payable at end of period | 6,835,196 | 6,874,795 | |
Less debt discount | (201,157) | (12,649) | |
Note payable, net | 6,634,039 | 6,862,146 | |
Notes payable issued to former related party | 143,000 | 165,000 | |
Notes payable issued to non-related party | $ 6,491,039 | $ 6,697,146 | |
[1] | The consolidated financial statements have been retroactively restated to reflect the 1,000-for-1-reverse stock split that occurred on December 20, 2019. |
Notes Payable - Schedule of Mat
Notes Payable - Schedule of Maturity Dates of Notes Payable (Details) | Dec. 31, 2020USD ($) |
Past due | $ 3,381,149 |
December 31, 2021 | 3,454,047 |
Total | 6,835,196 |
Non-Related Parties [Member] | |
Past due | 3,238,149 |
December 31, 2021 | 3,454,047 |
Total | 6,692,196 |
Former Related Party [Member] | |
Past due | 143,000 |
December 31, 2021 | |
Total | $ 143,000 |
Shareholders' Deficit (Details
Shareholders' Deficit (Details Narrative) - USD ($) | Jun. 11, 2020 | May 18, 2020 | Jan. 29, 2020 | Dec. 22, 2017 | Feb. 07, 2017 | Feb. 22, 2013 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 11, 2019 | Dec. 31, 2018 | |
Number of shares authorized | 1,000,000 | 1,000,000 | |||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||||
Preferred stock, outstanding | 25,000 | 25,000 | |||||||||
Stated value dividend | 0.00% | 0.00% | |||||||||
Warrant term | 2 years | ||||||||||
Loss on debt extinguishment | $ (555,430) | $ 73,503 | [1] | ||||||||
Debt discount after amortization | $ 225,171 | $ 2,044,940 | |||||||||
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 | |||||||||
Issuance of common stock, value | $ 100,000 | $ 168,343 | [1] | ||||||||
Common stock price per share | $ 0.0001 | $ 0.0001 | |||||||||
Shares issued for conversion of notes payable and accrued interest | $ 3,339,109 | $ 7,533,318 | [1] | ||||||||
Common stock issued for services | 109,800 | $ 159,850 | [1] | ||||||||
Common stock issued with exchange of convertible notes | 58,855 | ||||||||||
Stock issued value conversion of series C induced to convert | |||||||||||
Stock issued value conversion of series C | $ 125 | ||||||||||
Number of stock option exercisable shares | 514,080 | ||||||||||
Stock options exercise price per share | $ 1.46 | ||||||||||
Weighted average remaining life of stock option | 1 year 8 months 2 days | ||||||||||
Number of remaining option forfeited | 85,753 | ||||||||||
Share based compensation expenses | $ 57,400 | $ 31,012 | |||||||||
Vesting period | 29 months | ||||||||||
Unrecognized share-based compensation for outstanding grant | $ 198,060 | ||||||||||
Weighted average grant date fair value of stock options | $ 0.08 | $ 14.49 | |||||||||
Stock option to officers | 3,000,000 | 5,280 | |||||||||
Independent Contractor [Member] | |||||||||||
Stock options exercise price per share | $ 0.15 | ||||||||||
Stock option vested | 250,000 | ||||||||||
Fair value of stock option | $ 245,900 | ||||||||||
Chief Medical Officer [Member] | |||||||||||
Stock options exercise price per share | $ 11.60 | ||||||||||
Stock option vested | 660 | ||||||||||
Fair value of stock option | $ 76,532 | ||||||||||
Weighted average remaining life of stock option | 3 years 4 months 17 days | ||||||||||
Number of stock option vested and exercisable | 1,980 | ||||||||||
Number of remaining option forfeited | 3,300 | ||||||||||
Board of Director [Member] | |||||||||||
Stock option to officers | 74,668,000 | ||||||||||
Restricted Common Stock [Member] | One Investor [Member] | |||||||||||
Common stock issued with exchange of convertible notes | $ 58,855 | ||||||||||
Stock issued value conversion of series C induced to convert, shares | 500,000 | ||||||||||
Stock issued value conversion of series C induced to convert | $ 55,000 | ||||||||||
Stock issued value conversion of series C, shares | 55,000 | ||||||||||
Variable Notes [Member] | |||||||||||
Loss on debt extinguishment | $ 151,496 | ||||||||||
Investment Agreement [Member] | |||||||||||
Common stock issued with exchange cash, shares | 0 | 17,900 | |||||||||
Common stock issued with exchange cash | $ 0 | $ 168,343 | |||||||||
Equity Line Purchase Agreement [Member] | Cavalry Fund I LP [Member] | |||||||||||
Purchase obligation | $ 10,000,000 | ||||||||||
Commitment shares to be issued pro-rata | $ 3,000,000 | ||||||||||
Commitment share description | The ELPA provides that at any time after the effective date of the registration statement and provided the closing sale price of the common shares on the OTCQB is not below $0.01, from time to time on any business day selected by the Company (the "Purchase Date"), the Company shall have the right, but not the obligation, to direct the investor to buy up to 300,000 shares of the common stock (the "regular purchase amount") at a purchase price equal to the lower of: (i) the lowest applicable sales price on the date of the put and (ii) 85% of the arithmetic average of the 3 lowest closing prices for the common stock during the 10 consecutive trading days ending on the trading day immediately preceding such put date. The regular purchase amount may be increased as follows: to up to 400,000 shares of common stock if the closing price of the common shares is not below $0.25 per share and up to 500,000 shares if the closing price is not below $0.40 per share. | ||||||||||
Proceeds of puts to the payment | 50.00% | ||||||||||
Securities Purchase Agreement [Member] | |||||||||||
Issuance of common stock, value | $ 100,000 | $ 168,343 | |||||||||
Issuance of common stock | 1,234,568 | 17,900 | |||||||||
Maximum [Member] | |||||||||||
Number of warrant to purchase common stock | 960 | ||||||||||
Warrant exercise price | $ 27.90 | ||||||||||
Maximum [Member] | Independent Contractor [Member] | |||||||||||
Number of stock option exercisable shares | 3,000,000 | ||||||||||
Stock option term | 2 years | ||||||||||
Maximum [Member] | Chief Medical Officer [Member] | |||||||||||
Number of stock option exercisable shares | 5,280 | ||||||||||
Maximum [Member] | Equity Line Purchase Agreement [Member] | Cavalry Fund I LP [Member] | Tranche One [Member] | |||||||||||
Issuance of common stock, value | $ 300,000 | ||||||||||
Maximum [Member] | Equity Line Purchase Agreement [Member] | Cavalry Fund I LP [Member] | Tranche Two [Member] | |||||||||||
Issuance of common stock, value | $ 400,000 | ||||||||||
Common stock price per share | $ 0.25 | ||||||||||
Maximum [Member] | Equity Line Purchase Agreement [Member] | Cavalry Fund I LP [Member] | Tranche Three [Member] | |||||||||||
Issuance of common stock, value | $ 500,000 | ||||||||||
Common stock price per share | $ 0.40 | ||||||||||
Minimum [Member] | |||||||||||
Warrant exercise price | $ 14.50 | ||||||||||
Minimum [Member] | Equity Line Purchase Agreement [Member] | Cavalry Fund I LP [Member] | |||||||||||
Common stock price per share | $ 0.01 | ||||||||||
Series AA Preferred Stock [Member] | |||||||||||
Number of shares authorized | 1,000,000 | ||||||||||
Preferred stock, par value | $ 0.001 | ||||||||||
Preferred stock voting rights | Each holder of outstanding shares of Series AA Super Voting Preferred Stock shall be entitled to one hundred thousand (100,000) votes for each share of Series AA Super Voting Preferred Stock held on the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company. | ||||||||||
Preferred stock, outstanding | 25,000 | 25,000 | |||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||
Number of shares authorized | 50,000 | ||||||||||
Preferred stock, outstanding | 600 | 600 | |||||||||
Stated value dividend | 75.00% | ||||||||||
Warrant term | 3 years | ||||||||||
Share exercise price, percentage | 150.00% | ||||||||||
Liquidation value of preferred stock, per share | $ 100 | ||||||||||
Series C Convertible Redeemable Preferred Stock [Member] | |||||||||||
Number of shares authorized | 8,000 | ||||||||||
Liquidation value of preferred stock, per share | $ 1,000 | ||||||||||
Preferred stock, dividend per share | $ 20 | ||||||||||
Shares issued, price per share | $ 1,000 | ||||||||||
Change in rights due to amended and restated certificate, description | The Company filed the amended and restated certificate of designation fort its Series C Secured Redeemable Preferred Stock. The amendment changed the rights of the Series C by (a) removing the requirement to redeem the Series C, (b) removing the obligation to pay dividends on the Series C, (c) Allowing the holders of shares of Series C to convert the stated value of their shares into common stock of the Company at 75% of the closing price of such common stock on the day prior to the conversion. The Series C preferred does not have any rights to vote with the common stock. | ||||||||||
Loss on debt extinguishment | $ 604,000 | ||||||||||
Conversion of stock, shares converted | 1,051 | ||||||||||
Convertible preferred stock, shares outstanding | 763 | 1,814 | |||||||||
Series C Preferred Stock [Member] | |||||||||||
Sale of stock for preferred stock | 0 | 94 | |||||||||
Sale of stock, consideration | $ 0 | $ 94,000 | |||||||||
Debt discount after amortization | $ 0 | $ 776 | |||||||||
Series C Preferred Stock [Member] | Maximum [Member] | |||||||||||
Warrants issued to purchase common stock | 0 | 960 | |||||||||
Common Stock [Member] | |||||||||||
Conversion of stock, shares converted | 2,754,822 | ||||||||||
Obligated for resale amount | $ 10,000,000 | ||||||||||
Common stock, shares authorized | 81,250 | ||||||||||
Average daily volume percentage | 200.00% | ||||||||||
Issuance of common stock, value | $ 97,920 | $ 26,545 | |||||||||
Issuance of common stock | 771,926 | ||||||||||
Shares issued for conversion of notes payable and accrued interest, shares | 14,557,343 | 728,057 | |||||||||
Shares issued for conversion of notes payable and accrued interest | $ 3,339,109 | $ 7,533,318 | |||||||||
Common stock issued for services, shares | 1,206,398 | 10,340 | |||||||||
Common stock issued for services | $ 109,800 | $ 159,850 | |||||||||
Common stock issued with exchange of convertible notes, shares | 0 | 753 | |||||||||
Common stock issued with exchange of convertible notes | $ 0 | $ 12,121 | |||||||||
Stock issued value conversion of series C induced to convert, shares | 58,428 | ||||||||||
Stock issued value conversion of series C induced to convert | $ 8,152 | ||||||||||
Stock issued value conversion of series C, shares | 2,754,822 | ||||||||||
Stock issued value conversion of series C | $ 1,400,934 | ||||||||||
Number of inducement on restricted shares, shares | 355,000 | ||||||||||
Number of inducement on restricted shares | $ 24,140 | ||||||||||
Common Stock [Member] | Lock-Up Agreement [Member] | |||||||||||
Common stock issued with exchange of convertible notes, shares | 0 | 1,091 | |||||||||
Common stock issued with exchange of convertible notes | $ 0 | $ 336,000 | |||||||||
Common Stock [Member] | Lock-Up Agreement [Member] | Two Promissory Notes [Member] | |||||||||||
Common stock issued with exchange of convertible notes | $ 26,545 | ||||||||||
Series D Convertible Preferred Stock [Member] | |||||||||||
Number of shares authorized | 20,000 | 20,000 | 20,000 | ||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||||
Preferred stock, outstanding | 305 | 255 | |||||||||
Liquidation value of preferred stock, per share | $ 1,000 | ||||||||||
Convertible preferred stock, shares outstanding | 305 | 255 | |||||||||
Conversion price percentage | 0.01% | ||||||||||
Convertible preferred stock, shares issued | 305 | 255 | |||||||||
Preferred Stock Designated [Member] | |||||||||||
Number of shares authorized | 5,000,000 | ||||||||||
Common Stock [Member] | |||||||||||
Shares issued for Preferred Series D, shares | |||||||||||
Obligated for resale amount | $ 10,000,000 | ||||||||||
Common stock, shares authorized | 81,250 | ||||||||||
Multiplied average price description | (i) 200% of the average daily volume (U.S. market only) of the common stock for the three (3) trading days prior to the date of delivery of the applicable put notice, multiplied by the average of the closing prices for such trading days or (ii) $100,000. The purchase price shall be set at ninety-four percent (94%) of the lowest daily VWAP of our common stock during the Pricing Period. | ||||||||||
Beneficial ownership percentage | 4.99% | ||||||||||
Issuance of common stock, value | $ 123 | $ 1 | [1] | ||||||||
Issuance of common stock | 1,234,568 | 17,900 | [1] | ||||||||
Shares issued for conversion of notes payable and accrued interest, shares | 14,557,343 | 728,057 | [1] | ||||||||
Shares issued for conversion of notes payable and accrued interest | $ 1,456 | $ 73 | [1] | ||||||||
Common stock issued for services, shares | 1,206,398 | 10,340 | [1] | ||||||||
Common stock issued for services | $ 120 | $ 1 | [1] | ||||||||
Common stock issued with exchange of convertible notes, shares | 409,000 | ||||||||||
Common stock issued with exchange of convertible notes | $ 41 | ||||||||||
Stock issued value conversion of series C induced to convert, shares | 58,428 | ||||||||||
Stock issued value conversion of series C induced to convert | $ 6 | ||||||||||
Stock issued value conversion of series C, shares | 2,754,822 | ||||||||||
Stock issued value conversion of series C | $ 276 | ||||||||||
Common Stock [Member] | Investment Agreement [Member] | |||||||||||
Incurred fees | 20,000 | ||||||||||
Commitment Shares [Member] | Equity Line Purchase Agreement [Member] | Cavalry Fund I LP [Member] | Tranche One [Member] | |||||||||||
Issuance of common stock, value | $ 500,000 | ||||||||||
Commitment Shares [Member] | Equity Line Purchase Agreement [Member] | Cavalry Fund I LP [Member] | Tranche Two [Member] | |||||||||||
Issuance of common stock, value | 3,859,630 | ||||||||||
Commitment Shares [Member] | Equity Line Purchase Agreement [Member] | Cavalry Fund I LP [Member] | Tranche Three [Member] | |||||||||||
Issuance of common stock, value | $ 385,963 | ||||||||||
Stock Options [Member] | |||||||||||
Issuance of common stock, value | $ 165,000 | ||||||||||
Issuance of common stock | 1,500,000 | ||||||||||
Stock issued for reverse stock splits | 34,690 | ||||||||||
[1] | The consolidated financial statements have been retroactively restated to reflect the 1,000-for-1-reverse stock split that occurred on December 20, 2019. |
Shareholders' Deficit - Schedul
Shareholders' Deficit - Schedule of Preferred Stock (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Number of Shares Authorized | 1,000,000 | 1,000,000 |
Number of Shares Outstanding | 25,000 | 25,000 |
Par Value | $ 0.001 | $ 0.001 |
Series AA [Member] | ||
Number of Shares Authorized | 1,000,000 | |
Number of Shares Outstanding | 25,000 | |
Par Value | $ 0.0010 | |
Liquidation Value per Share | ||
Preferred Series B [Member] | ||
Number of Shares Authorized | 50,000 | |
Number of Shares Outstanding | 600 | |
Par Value | $ 0.0001 | |
Liquidation Value per Share | $ 100 | |
Preferred Series C [Member] | ||
Number of Shares Authorized | 8,000 | |
Number of Shares Outstanding | 763 | |
Par Value | $ 0.0001 | |
Liquidation Value per Share | $ 1,000 | |
Preferred Series D [Member] | ||
Number of Shares Authorized | 20,000 | |
Number of Shares Outstanding | 305 | |
Par Value | $ 0.0001 | |
Liquidation Value per Share | $ 1,000 | |
Undesignated [Member] | ||
Number of Shares Authorized | 3,922,000 | |
Number of Shares Outstanding | ||
Par Value | ||
Liquidation Value per Share |
Shareholders' Deficit - Sched_2
Shareholders' Deficit - Schedule of Stock Options Outstanding (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Stock Option Outstanding, Beginning Balance | 99,833 | 94,553 |
Stock Option Outstanding, Granted | 3,000,000 | 5,280 |
Stock Option Outstanding, Cancelled | (85,753) | |
Stock Option Outstanding, Exercised | ||
Stock Option Outstanding, Ending Balance | 3,014,080 | 99,833 |
Stock Option Outstanding, Exercisable Ending Balance | 514,080 | |
Weighted Average Exercise Price, Beginning Balance | $ 27.81 | $ 28.71 |
Weighted Average Exercise Price, Granted | 0.15 | 11.60 |
Weighted Average Exercise Price, Cancelled | 23.53 | |
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Ending Balance | 0.37 | $ 27.81 |
Weighted Average Exercise Price, Exercisable Ending Balance | $ 1.46 | |
Weighted Average Remaining Contractual Term (years), Outstanding Beginning | 2 years 7 days | 2 years 11 months 8 days |
Weighted Average Remaining Contractual Term (years), Granted | 1 year 7 months 24 days | 3 years 4 months 17 days |
Weighted Average Remaining Contractual Term (years), Cancelled | 8 months 5 days | |
Weighted Average Remaining Contractual Term (years), Outstanding Ending | 1 year 8 months 2 days | |
Weighted Average Remaining Contractual Term (years), Exercisable | 1 year 9 months 3 days | |
Aggregated Intrinsic Value, Outstanding Ending | ||
Aggregated Intrinsic Value, Exercisable Ending |
Shareholders' Deficit - Sched_3
Shareholders' Deficit - Schedule of Share-based Compensation, Shares Authorized Under Stock Option Plans, by Exercise Price Range (Details) - Stock Options [Member] | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Range of exercise prices | |
Number of outstanding | shares | 3,014,080 |
Weighted average remaining contractual life | 1 year 8 months 2 days |
Weighted average exercise price | |
Number of exercisable | shares | 514,080 |
Weighted average exercise price exercisable | $ 1.76 |
Price Range 1 [Member] | |
Range of exercise prices | $ 54 |
Number of outstanding | shares | 11,750 |
Weighted average remaining contractual life | 6 years 3 months 19 days |
Weighted average exercise price | $ 54 |
Number of exercisable | shares | 11,750 |
Weighted average exercise price exercisable | $ 54 |
Price Range 2 [Member] | |
Range of exercise prices | $ 47 |
Number of outstanding | shares | 350 |
Weighted average remaining contractual life | 1 month 13 days |
Weighted average exercise price | $ 47 |
Number of exercisable | shares | 350 |
Weighted average exercise price exercisable | $ 47 |
Price Range 3 [Member] | |
Range of exercise prices | $ 11.60 |
Number of outstanding | shares | 1,980 |
Weighted average remaining contractual life | 1 year 9 months |
Weighted average exercise price | $ 11.60 |
Number of exercisable | shares | 1,980 |
Weighted average exercise price exercisable | $ 11.60 |
Price Range 4 [Member] | |
Range of exercise prices | $ 0.15 |
Number of outstanding | shares | 3,000,000 |
Weighted average remaining contractual life | 1 year 7 months 24 days |
Weighted average exercise price | $ 0.15 |
Number of exercisable | shares | 500,000 |
Weighted average exercise price exercisable | $ 0.15 |
Shareholders' Deficit - Sched_4
Shareholders' Deficit - Schedule of Warrants Outstanding (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Shares Outstanding, Beginning Balance | 73,486 | 77,551 |
Shares, Granted | 960 | |
Shares, Cancelled | (33,920) | (5,025) |
Shares, Exercised | (271) | |
Shares Outstanding, Ending Balance | 39,295 | 73,486 |
Shares Exercisable, Ending Balance | 39,295 | |
Weighted-Average Exercise Price, Outstanding Beginning Balance | $ 306.28 | $ 297.92 |
Weighted-Average Exercise Price, Granted | 19.53 | |
Weighted average Exercise price, Cancelled | 404.55 | 122.46 |
Weighted-Average Exercise Price, Exercised | 44.35 | |
Weighted-Average Exercise Price, Outstanding Ending Balance | 200.72 | $ 306.28 |
Weighted-Average Exercise Price, Exercisable Ending Balance | $ 200.72 |
Shareholders' Deficit - Sched_5
Shareholders' Deficit - Schedule of Warrants Exercise Price Range (Details) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Number of warrants outstanding | shares | 39,295 |
Weighted average remaining contractual life | 11 months 4 days |
Weighted average exercise price | $ 200.71 |
Number of warrants exercisable | shares | 39,295 |
Weighted average exercise price exercisable | $ 200.72 |
Price Range 1 [Member] | |
Range of exercise prices, lower limit | 14.50 |
Range of exercise prices. upper limit | $ 50 |
Number of warrants outstanding | shares | 11,286 |
Weighted average remaining contractual life | 1 year 3 months 4 days |
Weighted average exercise price | $ 31.53 |
Number of warrants exercisable | shares | 11,286 |
Weighted average exercise price exercisable | $ 31.53 |
Price Range 2 [Member] | |
Range of exercise prices, lower limit | 51 |
Range of exercise prices. upper limit | $ 100 |
Number of warrants outstanding | shares | 16,078 |
Weighted average remaining contractual life | 1 year 7 days |
Weighted average exercise price | $ 75.59 |
Number of warrants exercisable | shares | 16,078 |
Weighted average exercise price exercisable | $ 75.59 |
Price Range 3 [Member] | |
Range of exercise prices, lower limit | 101.25 |
Range of exercise prices. upper limit | $ 239 |
Number of warrants outstanding | shares | 4,765 |
Weighted average remaining contractual life | 9 months 25 days |
Weighted average exercise price | $ 174.66 |
Number of warrants exercisable | shares | 4,765 |
Weighted average exercise price exercisable | $ 174.66 |
Price Range 4 [Member] | |
Range of exercise prices, lower limit | 255 |
Range of exercise prices. upper limit | $ 480 |
Number of warrants outstanding | shares | 1,062 |
Weighted average remaining contractual life | 6 months 18 days |
Weighted average exercise price | $ 320.22 |
Number of warrants exercisable | shares | 1,062 |
Weighted average exercise price exercisable | $ 320.22 |
Price Range 5 [Member] | |
Range of exercise prices, lower limit | 562.30 |
Range of exercise prices. upper limit | $ 1,000 |
Number of warrants outstanding | shares | 6,104 |
Weighted average remaining contractual life | 2 months 23 days |
Weighted average exercise price | $ 842.61 |
Number of warrants exercisable | shares | 6,104 |
Weighted average exercise price exercisable | $ 842.61 |
Related Party and Former Rela_2
Related Party and Former Related Parties Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Repayment of related party debt | $ 22,000 | $ 105,000 |
Notes payable - related parties | 143,000 | 165,000 |
Accrued interest | 1,904,136 | 1,317,376 |
Executive officer Former Executive and Former Operational Manager [Member] | ||
Deferred compensation | 1,240,575 | 898,475 |
Accrual of deferred compensation | 535,000 | 650,000 |
Cash repayments of deferred compensation | 192,900 | 684,675 |
Officers and Operational Manager [Member] | ||
Related party advances | 30,074 | 27,130 |
Repayment of related party debt | 23,545 | 14,722 |
Repayment of accrued interest | 0 | 17,000 |
One Officer and Executive [Member] | ||
Due to officer | 6,529 | 5,236 |
Former President [Member] | ||
Notes payable - related parties | 143,000 | 165,000 |
Accrued interest | $ 54,271 | $ 38,389 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal net operating loss carry forwards | $ 26,900,000 | |
Federal net operating loss carry forwards expire date | Begin to expire in 2030 | |
Deferred tax, valuation allowance percentage | 100.00% | |
Interest and penalties | $ 0 | $ 0 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Income tax computed at federal statutory rate | (21.00%) | (21.00%) |
State taxes, net of federal benefit | (7.10%) | (7.10%) |
Non-Deductible expenses | 15.00% | 15.00% |
Change in valuation allowance | 13.10% | 13.10% |
Total | 0.00% | 0.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - Auctus Fund, LLC [Member] | 1 Months Ended |
Aug. 31, 2020USD ($) | |
Minimum [Member] | |
Claims for damages | $ 500,000 |
Note [Member] | |
Debt principal amount | $ 275,250 |
Concentrations (Details Narrati
Concentrations (Details Narrative) - Sales Revenue, Net [Member] | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Customer One [Member] | ||
Concentration risk, percentage | 36.00% | 7.20% |
Customer Two [Member] | ||
Concentration risk, percentage | 20.00% | 7.50% |
Customer Three [Member] | ||
Concentration risk, percentage | 23.70% | |
Supplier [Member] | ||
Concentration risk, percentage | 100.00% | |
Accounts Receivable One [Member] | ||
Concentration risk, percentage | 67.00% | 37.00% |
Accounts Receivable Two [Member] | ||
Concentration risk, percentage | 33.00% | 33.00% |
Accounts Receivable Three [Member] | ||
Concentration risk, percentage | 16.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Apr. 09, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Number of stock issued, value | $ 100,000 | $ 168,343 | [1] | |
Proceeds from issuance debt | $ 700,000 | |||
Common stock, shares outstanding | 24,536,689 | 1,189,204 | ||
Preferred stock, outstanding | 25,000 | 25,000 | ||
Preferred B Stock [Member] | ||||
Preferred stock, outstanding | 600 | |||
Preferred C Stock [Member] | ||||
Preferred stock, outstanding | 763 | |||
Preferred D Stock [Member] | ||||
Preferred stock, outstanding | 305 | |||
Common Stock [Member] | ||||
Stock issued for conversion of debt, shares | 14,557,343 | 728,057 | [1] | |
Number of stock issued, value | $ 123 | $ 1 | [1] | |
Number of stock issued, shares | 1,234,568 | 17,900 | [1] | |
Subsequent Event [Member] | ||||
Debt instrument face amount | $ 250,000 | |||
Proceeds from issuance debt | $ 250,000 | |||
Common stock, shares outstanding | 53,576,135 | |||
Subsequent Event [Member] | Common Stock [Member] | ||||
Number of stock issued, value | $ 126,000 | |||
Number of stock issued, shares | 7,000,000 | |||
Subsequent Event [Member] | Variable Notes [Member] | Restricted Stock [Member] | ||||
Stock issued for conversion of debt, shares | 19,739,112 | |||
Subsequent Event [Member] | Variable NoteMember | Restricted Stock [Member] | ||||
Convertible debt | $ 260,700 | |||
Accrued interest | 84,034 | |||
Subsequent Event [Member] | Four Variable Convertible Debentures [Member] | ||||
Convertible debt | $ 2,300,334 | |||
[1] | The consolidated financial statements have been retroactively restated to reflect the 1,000-for-1-reverse stock split that occurred on December 20, 2019. |